This License Agreement (“Agreement”) is entered into effective as of the date listed below in the signature block of final execution by the parties (“Effective Date”) by and between the Real Local RVA LLC, (“Real Local RVA”), a Virginia Limited Liability Company, and the company or business identified on the signature page of this Agreement (“Licensee”).
Real Local RVA LLC owns the “Real Local RVA” collective mark shown on Exhibit A attached hereto and defined herein as the “Collective Mark” or sometimes referred to as the “Mark”. Real Local RVA will license the Collective Mark to the Licensee’s to identify the Licensee’s business as certified for conformance under the applicable Real Local RVA Standards. The Licensee wishes to use the Collective Mark and Real Local RVA is willing to grant the license, subject to the terms and conditions herein.
1. Definitions. For purposes of this Agreement, the following terms are defined as:
A. “Participation Requirements” means (1) the approval process in which the Licensee properly submits its business information to Real Local RVA and Real Local RVA’s stated and designated rules and guidelines, that it sets forth from time to time, as the Participation Requirements. Real Local RVA will provide the Licensee with a copy of the most recent and applicable Participation Requirements, as confirmed by Real Local RVA or its designee.
B. “Standards” means the criteria that the Licensee must meet and maintain during the Term of this Agreement in order to be authorized by Real Local RVA to use the Mark according to this Agreement. The Standards by which the Licensee shall be deemed to be in compliance or non-compliance with this Agreement, as solely determined by Real Local RVA, are as follows:
2. Collective Mark License.
A. License Grant. Real Local RVA hereby grants the limited license stated herein to the Licensee, provided that the Licensee complies with the terms, conditions and provisions hereof, during the Term, as follows:
Real Local RVA shall solely determine whether or not, at any time during the Term, whether or not the Licensee meets the Participation Requirements and Standards to receive permission for Real Local RVA’s grant of license under this Agreement. Licensees agrees that Licensee has received the Standards and the Participation Requirements in writing (and any updates thereto) from Real Local RVA and will abide by such Standards and Participation Requirements at all times while this Agreement is in effect.
B. License. Real Local RVA hereby grants to the Licensee a non-exclusive limited right to use and display the Collective Mark in connection with the Licensee’s advertising, promotions and identification of products in the normal course of the Licensee’s business operations. The scope of this license is limited to the display of the Mark on labels, packaging, advertising and marketing materials, the Licensee’s website and other materials that the Licensee in accordance with Participation Requirements set forth by Real Local RVA.
C. Reservation of Rights. Except for the limited license rights expressly stated and granted herein, Real Local RVA reserves to itself all other rights, title and interest in and to the Collective Mark. The Licensee will, upon Real Local RVA’s request and at no cost to Real Local RVA, provide Real Local RVA with a reasonable number of samples of any materials and items containing the Mark within ten (10) business days from receipt of its written request.
3. License Fees. The Licensee’s ongoing paid membership dues in Real Local RVA shall serve as the Licensee Fee under this Agreement.
4. Real Local RVA Ownership of the Collective Mark. The Licensee acknowledges Real Local RVA’s exclusive right, title, and interest in and to the Collective Mark and acknowledges that nothing herein shall be construed to accord to the Licensee any rights in the Collective Mark except as otherwise expressly so provided. The Licensee acknowledges that its use of the Collective Mark hereunder will not create in it any right, title or interest in the Collective Mark other than the limited license rights granted herein and that all such use of the Collective Mark and the goodwill generated thereby will inure to the benefit of Real Local RVA.
5. Representations of The Licensee. The Licensee represents and warrants that it is duly organized and in good standing under the laws of its jurisdiction of organization; The person executing this Agreement on behalf of The Licensee is authorized to do so; and The Licensee will not challenge Real Local RVA’s rights under its Participation Requirements program, the Manual, or this Agreement and will not challenge the validity of any Real Local RVA mark.
6. Limitation of Liability. IN NO EVENT SHALL Real Local RVA BE LIABLE FOR LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH CLAIM IS BASED.
7. Indemnity. The Licensee agrees to defend, indemnify and hold Real Local RVA and its respective representatives, employees, officers, directors and agents harmless against all claims, suits, costs, damages, judgments, attorney’s fees, settlements or expenses incurred caused by, arising from or relating to any breach of this Agreement by the Licensee, Licensee’s use of the Mark or any claim sustained by any third party, whether for personal injury, tort, misrepresentation, or otherwise arising out of or relating to the manufacture, advertising, promotion, use, marketing of the Mark, provided such claims are not caused by Real Local RVA’s negligence or breach of this Agreement.
8. Injunctive Relief. In the event of any claim by the "Licensee against Real Local RVA, whether or not material, the Licensee shall be solely limited to the Licensee’s remedy at law for damages in a total amount no greater than $1.00, if any, and the Licensee shall not be entitled to enjoin, restrain or interfere with Real Local RVA’s or any other party’s use of the Work or with any of Real Local RVA’s and its assignee’s rights hereunder. The Licensee acknowledges and agrees that the Work is very unique and central to certain business objectives of Real Local RVA, and that any interference with use thereof by Real Local RVA shall cause Real Local RVA substantial monetary and other damage which cannot be adequately compensated in an action at law for damages. Accordingly, without limiting any other right or remedy of Real Local RVA, the Licensee agrees that Real Local RVA shall be entitled to injunctive and other equitable relief to prevent any interference with use of the Property by Real Local RVA hereunder. The provisions of this Section 8 are material and are crucial elements to this Agreement, as such, the Licensee agrees to indemnify and hold Real Local RVA harmless from all damages, expenses, losses, fees (including, but not limited to, any attorney fees) for the Work in the event that the provisions of this Section 8.
9. Term and Termination.
A. Term. The term of this Agreement shall commence on the Effective Date and shall continue until terminated by a party as provided herein.
(i) Termination by The Licensee. The Licensee may terminate this Agreement at any time by providing notice to Real Local RVA and by discontinuing all use of the Collective Mark. Termination in this manner shall be effective upon receipt of the notice by Real Local RVA or at such time (not to exceed thirty (30) days) specified in the notice from The Licensee.
(ii) Termination by Real Local RVA. Real Local RVA may terminate this Agreement upon 14 days notice if The Licensee breaches any provision of this Agreement and fails to cure such breach within such 14-day period. Real Local RVA may terminate this Agreement for convenience upon not less than 14-days’ written notice to The Licensee if it discontinues its use of the Collective Mark as a Collective Mark. Consequences of Termination. Upon termination of this Agreement, the licenses and all sublicenses granted hereunder shall immediately terminate. The Licensee will immediately discontinue all use of the Collective Mark and shall immediately discontinue its use. The Licensee shall thereafter immediately destroy all materials in their possession containing the Collective Mark and shall promptly certify, in writing, that is has completed the destruction of such materials if Real Local RVA requests that they do so.
10. Compliance with Laws. The Licensee will at all times comply with all laws, regulations, ordinances, rules and orders that are applicable to it in connection with its operation of its business.
A. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Virginia as applied to agreements entered into and fully performed therein by residents thereof. Both parties submit to jurisdiction in Virginia and further agree that any cause of action arising under this Agreement shall be brought in a court in the City of Richmond, Virginia.
B. Severability; Headings. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
C. Independent Contractors. The parties are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. Neither party shall make any warranties or representations on behalf of the other party.
D. Notice. Real Local RVA may give notice to The Licensee by personal delivery, mail, courier, or facsimile to The Licensee’s physical address as identified in the signature page of this agreement. The Licensee may give notice to Real Local RVA by personal delivery, mail, courier, or facsimile to Real Local RVA’s physical address as identified in this agreement.
Notice shall be deemed given: upon on the next business day after it was sent; upon the courier’s confirmed delivery if sent by courier; and if sent by mail with proper postage prepaid, five (5) days after the date of mailing. Notices by email shall be deemed given by the end of the business day on which they are sent.
E. Entire Agreement; Waiver. This Agreement sets forth the entire understanding and agreement of the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement. This Agreement may be changed only by a writing executed by both parties that expressly states that it is changing the provisions of this Agreement. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
F. Assignment. The Licensee may not transfer its rights or obligations under this Agreement in whole or in part to any third party without the prior written consent of Real Local RVA and any attempt to do so is void.
G. Counterparts. This Agreement may be executed in multiple counterparts and transmitted by facsimile or by electronic mail in "portable document format" ("PDF") form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a party's a signature. Each such counterpart and facsimile or PDF signature shall constitute an original and all of which together shall constitute one and the same original.
H. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions hereof, and any such invalid or unenforceable provision shall be deemed to be severable. IN WITNESS WHEROF, the parties have caused this Agreement to be executed by their duly authorized representatives.
I. Assignment. The Licensee may not transfer its rights or obligations under this Agreement in whole or in part to any third party without the prior written consent of Real Local RVA and any attempt to do so is void.
IN WITNESS WHEROF, the parties have caused this Agreement to be executed by their duly authorized representatives.