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Framebridge Licensing Terms and Conditions



THIS NON-EXCLUSIVE LICENSE AGREEMENT (Agreement”), effective as of the date of the later signature below, is entered into by and between the Licensor identified below (“Licensor”) and Framebridge, Inc. (“Licensee”).



WHEREAS, Licensor owns all right, title and interest in and to the work(s) of authorship identified below (“Licensed Work(s)”); and



WHEREAS, Licensee wishes to use the Licensed Work(s) in connection with advertising, marketing and promoting Licensee and its framing products and services.



Licensor and Licensee agree as follows:



1. Licensor hereby grants Licensee a non-exclusive, world-wide, royalty-free, perpetual and irrevocable right and license (including the right to sublicense, without consent) to display, modify, adapt, edit, or otherwise use the Licensed Work(s) for the purpose of advertising, marketing and promoting Licensee and its products and services, in any and all media, whether now known or hereafter developed. Subject to the foregoing license, all right, title, and interest in the Licensed Work(s) remains with Licensor.



2. Licensee shall own all right, title, and interest in and to any advertising, marketing and promotional materials or media incorporating the Licensed Work.



3. Either party may terminate this Agreement at any time, by written notice, if the other Party materially breaches this Agreement and does not cure such breach within thirty (30) days after receiving written notice thereof. In the event of any termination of this Agreement, the following provisions survive: 4 (this sentence); 5; and 9.



4. Licensor represents and warrants that (a) the Licensed Work(s) is(are) original to Licensor, (b) Licensor has full



right, power and authority to enter into this Agreement and to grant the rights granted herein, and (c) Licensee’s use of the Licensed Work(s) as permitted herein will not violate any rights of any kind or nature whatsoever of any third party. Licensor shall indemnify and hold harmless Licensor, its successors, assigns, licensees and sublicensees, and its and their respective officers, directors, agents, and employees, from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees), arising out of or related to any actual or alleged breach of the foregoing representations and warranties.



5. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect, and to the extent possible, the invalid provision shall be replaced by a valid provision which most closely achieves the intent of the invalid provision.



6. This Agreement may be executed in counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument.



7. This Agreement constitutes the entire and only agreement between the parties concerning the Licensed Work(s) and all other prior negotiations, agreements, representations and understandings are superseded hereby.



8. This Agreement shall be construed and enforced in accordance with the laws of the United States of America and of the State of Delaware.



The parties hereto have caused their duly authorized representatives to execute this Agreement.