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Licensing Agreement

Copyright License Agreement

 

This Copyright License Agreement (the “Agreement”), effective as of the date you sign and submit this form (the “Effective Date”), is made by and between You (“You” or “Your”), and Fairytale Princess LLC, a Texas limited liability company with a mailing address at 9255 Preston Road, Frisco, Texas 75033, (“Fairytale Princess”). WHEREAS, Fairytale Princess is the owner of all right, title, and interest in the Around The World Fairytale Princess Ballet Curriculum, Folktales, and Coloring Book (all three being the “Works”), and wishes to grant to You a license under those rights; WHEREAS You wish to obtain a license to the Work for the limited uses and purposes described in this Agreement, namely, to offer to Your students the educational program that the Works collectively comprise (the “Program”); NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. License.

1.1 Grant of Rights. Subject to the terms and conditions of this Agreement, Fairytale Princess grants to You during the Term (as defined below) an exclusive, non-transferable, non-sublicensable license, within a 5-mile radius of the address at which You will offer the Program and use the Work as permitted under this Agreement (the “Territory”), solely to use the Work for educational purposes and to offer the Program as delivered by Fairytale Princess to You. You will, in no circumstance, be authorized to make copies of the portion of the work entitled “Around The World Fairytale Princess Ballet Curriculum” or “Around The World Fairytale Princess Folktales.” Notwithstanding the foregoing, you may make a number of copies of the “Around The World Fairytale Princess Coloring Book” and coloring pages.present in the “Around The World Fairytale Princess Ballet Curriculum” equal to the number of students participating in your offering of the Program.

 

1.2 Third-Party Rights. Notwithstanding any other provisions of this Agreement to the contrary, nothing in this Agreement will be deemed to be a grant by Fairytale Princess of a license, sublicense, or other grant of a right to You to use any third-party rights or any rights under any third-party license that cannot be licensed, sublicensed, or granted without the consent, approval, or agreement is first obtained by You.

1.3 Reservation of Rights. Fairytale Princess reserves all rights not expressly granted to You under this Agreement. No use by Fairytale Princess of the Work in any medium or manner will be deemed to interfere with the limited permissions made to You by Fairytale Princess in this Agreement.

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2. Usage of the Work. Notwithstanding any other provision to the contrary contained in this Agreement:

2.1 Copyright Notices. You will ensure that Your use of the Work is marked with the appropriate copyright notices of Fairytale Princess in a prominent position in the order and manner specified by Fairytale Princess in writing. You will abide by the copyright laws and what are considered to be sound practices for copyright notice provisions in the Territory. You will not use any copyright notices that conflict with, confuse, or negate the notices Fairytale Princess provides and requires under this Agreement.

 

2.2 Compliance with Fairytale Princess’s Directions. The Work may be displayed or used only in the form and in such manner specifically approved in writing by Fairytale Princess in advance.

 

2.3 Modifications. You will not translate, recast, edit, alter, modify, or create any derivative works of the Work. Ownership and Protection.

3. Payment. As consideration in full for the rights granted in this Agreement, You will pay Fairytale Princess a monthly licensing fee of $149 US Dollars—each payment to be paid in advance of each month (the foregoing being the “Payment”).

 

4. Return of the Work. You will return the Work in the same condition as provided to You by Fairytale Princess within 10 business days of any expiration or termination of this Agreement. You will reimburse Fairytale Princess for any and all costs associated with replacing or repairing the Work if it is lost, stolen, damaged, or destroyed while out of Fairytale Princess’s possession.

5. Ownership and Protection.

5.1 Acknowledgment of Ownership. Except for the licenses expressly granted to You in this Agreement, You acknowledge that all right, title, and interest in and to the Work are owned by Fairytale Princess. If You acquire any rights in the Work by operation of law or otherwise, You hereby irrevocably assign such rights to Fairytale Princess without further action by either party. You agrees not to dispute or challenge or assist any person or entity in disputing or challenging Fairytale Princess’s rights in and to the Work.

 

5.2 Protection of the Work.

(a) Notification. You will, at Your sole expense, maintain any copies of the Work within Your possession, custody, or control under first-class conditions and will take all then-available measures to protect and safeguard the Work. You will immediately notify Fairytale Princess in writing with reasonable detail of any: (i) actual, suspected, or threatened infringement of the Work; (ii) actual, suspected, or threatened claim that use of the Work infringes the rights of any third party; or (iii) any other actual, suspected, or threatened claim to which the Work may be subject.

 

(b) Actions. With respect to any of the matters listed in Section 5.2(a): (I) Fairytale Princess has exclusive control over, and conduct of, all claims and proceedings;

(ii) You will provide Fairytale Princess with all assistance that Fairytale Princess may reasonably require in the conduct of any claims or proceedings; and (iii) Fairytale Princess will bear the cost of any proceedings and will be entitled to retain all sums recovered in any action for its own account.

6. Confidentiality. From time to time, Fairytale Princess may disclose or make available to You information about its business affairs, confidential intellectual property, trade secrets, third3 party confidential information, and other sensitive or proprietary information, including the terms of this Agreement and business operations and strategies, marketing, creative elements, artwork, visual representations, research material and data, specifications, processes, and technological developments, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively,

“Confidential Information”). Confidential Information does not include information that, at the time of disclosure and as established by documentary evidence: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section by You; (b) is or becomes available to You on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by Your or was in Your possession before being disclosed by or on behalf of Fairytale Princess; or (d) was or is independently developed by You

without reference to or use, in whole or in part, of any of Fairytale Princess’s Confidential Information. You will: (i) protect and safeguard the confidentiality of Fairytale Princess’s Confidential Information with at least the same degree of care as You would protect Your own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use Fairytale Princess’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise Your rights or perform Your obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person or entity, except: (A) to Your officers, employees, agents, consultants, and legal advisors who need to know the Confidential Information to assist You, or act on Your behalf, to exercise Your rights or perform Your obligations under the Agreement; or (B) pursuant to applicable federal, state, or

local law or regulation, or a valid order issued by a court or governmental agency of competent jurisdiction, provided that You will first provide Fairytale Princess with: (1) prompt written notice of such requirement so that Fairytale Princess may seek, at its sole cost and expense, a protective order or other remedy; and (2) reasonable assistance, at Fairytale Princess’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.

7. Your Representations and Warranties. You represent and warrant that:

7.1 You have the full right, power, and authority to enter into this Agreement and to perform Your obligations under this Agreement;

 

7.2 the execution of this Agreement by has been duly authorized by all necessary organizational or corporate actions;

 

7.3 this Agreement will constitute Your legal, valid, and binding obligation, enforceable against You in accordance with its terms;

 

7.4 You will not engage or participate in any activity or course of action that could diminish or tarnish the image or reputation of the Work or Fairytale Princess, or cause confusion as to the ownership of the Work; and

 

7.5 Your use of the Work will not infringe, misappropriate, or otherwise violate the intellectual property or other rights of any third party or violate any applicable regulation or law.

7.6 Disclaimer of Representations and Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, FAIRYTALE PRINCESS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LICENSED PROPERTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

8. Indemnification. You will indemnify, hold harmless, and pay all defense costs of Fairytale Princess and its officers, directors, employees, agents, affiliates, successors, and assigns (each an “Indemnified Party”) from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, arising out of or in connection with any third-party claim, suit, action, or proceeding (each a “Third- Party Claim”) relating to any actual or alleged breach by You of Your representations, warranties, covenants, or other obligations under this Agreement. The Indemnified Party will notify You upon becoming aware of a Third-Party Claim.

9. Insurance.

9.1 At all times during the Term of this Agreement and for a period of four years thereafter, You will procure and maintain, at Your sole cost and expense, commercial general liability insurance with limits no less than $1,000,000 per occurrence and $3,000,000 in the aggregate, including bodily injury and property damage and products and completed operations and advertising liability, which policy will include contractual liability coverage insuring Your activities under this Agreement.

 

9.2 All insurance policies required pursuant to this Section 9 must:

(a) be issued by insurance companies with a Best’s Rating of at least A-VII;

(b) provide that such insurance carriers give Fairytale Princess at least 30 days’ prior written notice of cancellation or non-renewal of policy coverage; provided that, prior to such cancellation, You will have new insurance policies in place that meet the requirements of this Section 9;

(c) waive any right of subrogation of the insurers against Fairytale Princess;

(d) provide such insurance is primary insurance and any similar insurance in the name of and for the benefit of Fairytale Princess is excess and non-contributory; and

(e) name Fairytale Princess, including, in each case, all successors and permitted assigns, as additional insureds.

10. Term and Termination.

10.1 Term. The Term of this Agreement commences as of the Effective Date and, unless terminated earlier as provided in this Agreement, will remain in force in perpetuity until terminated by You or Fairytale Princess (the “Term”).

 

10.2 Either party may terminate this Agreement on at least 30 days’ written notice to the other party at any time and for any reason. If You choose to terminate this Agreement, then after complying with Section 4 above, Fairytale Princess will cancel Your monthly Payment at the next billing cycle.

 

10.3 Effect of Termination. Upon the expiration or termination of this Agreement for any reason, all rights licensed under this Agreement will revert immediately to Fairytale Princess and, subject to the Wind-Down Period as expressly permitted below, You will return or, at Fairytale Princess’s written request, destroy, any tangible copies of the Work. Other than termination by Fairytale Princess, upon expiration or termination of this Agreement, You will have a period of 20 business days after such expiration or termination (“Wind-Down Period”) to continue commercial exploitation of the Work in accordance with the terms and conditions of its license under this Agreement. Upon Fairytale Princess’s request, You will provide an affidavit to Fairytale Princess attesting to such erasure or destruction.

 

10.4 Surviving Rights. Any rights or obligations of the parties in this Agreement which, by their nature, should survive termination or expiration of this Agreement will survive any such termination or expiration, including the rights and obligations set forth in

this Section 10 and Section 3, Section 5, Section 6, Section 7, Section 8, Section 9, Section 11, and Section 12.

11. Remedies.

11.1 No Equitable Relief. You acknowledge and agree that: (a) monetary damages at law are a fully adequate remedy to compensate You for any breach or threatened breach of this Agreement by Fairytale Princess; and (b) an action at law for monetary damages is Your sole and exclusive remedy for any such breach. No breach by Fairytale Princess of this

Agreement will entitle You to equitable relief, including specific performance, injunctive relief, rescission, or any other form of equitable remedy.

 

11.2 Equitable Relief. You acknowledge that a breach by You of this Agreement will cause Fairytale Princess irreparable damages, for which an award of damages will not be adequate compensation, and agree that, in the event of such breach or threatened breach, Fairytale Princess is entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which Fairytale Princess may be entitled at law or in equity. Such remedies are not exclusive but are in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.

 

11.3 Limitation of Liability. FAIRYTALE PRINCESS WILL NOT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL, OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING LOSSES OF BUSINESS, REVENUE, OR ANTICIPATED PROFITS, RELATING IN ANY WAY TO THE WORK OR THE PROGRAM, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER FAIRYTALE PRINCESS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. General.

12.1 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect the enforceability of any other term or provision of this Agreement, or invalidate or render unenforceable such term or provision in any other jurisdiction.

 

12.2 Assignment. You will not assign any of Your rights or delegate any of Your obligations under this Agreement without the prior written consent of Fairytale Princess. Any purported assignment or delegation in violation of this Section is null and void. Fairytale Princess may freely assign or otherwise transfer any of its rights or delegate any of its obligations under this Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

 

12.3 Choice of Law; Venue. This Agreement and all matters arising out of or relating to this Agreement or your use of the Work, including tort and statutory claims, are governed by the laws of Texas, without giving effect to any conflict of laws provisions thereof. Either party will institute any legal suit, action, or proceeding arising out of or relating to this Agreement or your use of the Work in the federal or state courts in each case located in Collin County, Texas, and each party irrevocably submits to the exclusive jurisdiction of such courts in any legal suit, action, or proceeding.

 

12.4 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party has authority to contract for nor bind the other party in any manner whatsoever.

 

12.5 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or will confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.

 

12.6 Amendment and Modification. No amendment or modification to this Agreement is effective unless it is in writing and signed by an authorized representative of each party. In any case, amendments or modifications to this Agreement will likely also result in an adjustment to the Payment due from You to Fairytale Princess.

 

12.7 Waiver. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege under this Agreement preclude any other or further exercise thereof, or the exercise of any other right, remedy, power, or privilege.

 

12.8 Attorneys’ Fees. In the event that any claim, suit, action, or proceeding is instituted or commenced by either party hereto against the other party arising out of or related to this Agreement, the prevailing party will be entitled to recover its actual attorneys’ fees and court costs from the non-prevailing party.

 

12.9 Entire Agreement. This Agreement, including and together with any related attachments, constitutes the sole and entire agreement of the parties with respect to the subject matter contained in this Agreement, and supersedes all prior and contemporaneous understandings, agreements, representations,

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