General Terms and Conditions

WHEREAS, Studio M Squared has a sewing curriculum for use by Licensee; 

 

WHEREAS, Licensee desires to use such sewing curriculum with its customers;

 

NOW THEREFORE, in consideration of the foregoing recitals and the rights and obligations set forth in this Agreement, the parties agree as follows:

 

12. Definitions. For the purposes of this Agreement, "Licensed Material" means logos, trademarks, marketing materials, sewing patterns, and documentation made available to Licensee pursuant to this Agreement, as well as any updates Studio M Squared makes to the foregoing. 

 

13. License. Studio M Squared grants Licensee a limited, non-exclusive right for the Licensee to use the

Licensed Material in connection with providing sewing lessons to Licensee’s customers. The Licensed Material shall be used to provide sewing lessons at one location only and shall not be used in connection with providing sewing lessons at any other location. Licensee shall follow the guidelines set forth provided by Studio M Squared, including following the prescribed order of projects by unit and level and awarding a Sewciety Kids™ Level Completion Patch to each student upon the student’s completion of a project level. Licensee may not make any omissions or substitutions for projects or units. Licensee is permitted to market sewing lessons to potential customers using the official Sewciety Kids™ name, logo, and marketing materials provided to Licensee by Studio M Squared. Licensed Material may not be marketed under any altered or alternative name, logo, or marketing materials.

 

14. Ownership. Studio M Squared shall retain ownership of the Licensed Material. Licensee acknowledges no other rights in the Licensed Material, other than those expressly set forth herein, are granted. There are no implied rights. By way of example only, Licensee may not, without Studio M Squared's consent: make copies, share, or distribute the Licensed Material; create derivative works from the Licensed Material; integrate the Licensed Material into other sewing lessons; or rent, lease, license or sublicense the Licensed Material to any third party. Studio M Squared shall retain ownership of all intellectual property rights in and to the Licensed Material including, but not limited to, all trademarks, service marks, trade dress, trade names, design of logos, indicia of origin, copyrights, physical embodiments of the Intellectual Property, inventions whether or not patentable, rights of publicity, and any and all goodwill associated with the foregoing, including moral rights (droite morale) associated therewith. Any errors, problems, defects or suggestions for changes and improvements to the Licensed Material discovered or suggested by Licensee shall be considered part of the Licensed Material, and owned by Studio M Squared.

 

15. Yearly Fee. Licensee shall pay Studio M Squared the Yearly Licensing Fee (Payment) by automatic yearly charge to the credit card supplied by Licensee upon application for the license contemplated by this Agreement.

 

16. Payment. All payments required hereunder shall be paid to Studio M Squared by credit card.  Studio M Squared may change the foregoing payment method upon notice to Licensee. In the event a payment is overdue for 30 or more days, Studio M Squared shall have the option to suspend Licensee's rights and Studio M Squared's obligations until such time as the overdue payment is received. 

 

17. Annual Audit. Studio M Squared may perform an annual audit to confirm that the Licensee is providing sewing lessons using the Licensed Material at only one location.

 

18. Term. The rights and obligations of this Agreement shall be effective beginning on the Effective Date, and shall be automatically and continuously extended in one (1) calendar year increments at the end of the then current term unless a Party provides notice of nonrenewal at least thirty (30) days before the end of the then current term, or this Agreement is terminated in accordance with any of the following provisions: (a) in accordance with any terms of this Agreement which expressly provide for termination; or (b) upon 7 days written notice, if the Licensee has breached a material obligation under this Agreement and such breach remains uncured during such 7 day period.

 

19. Effect of Termination. Upon termination of this Agreement: (a) all payments required under this

Agreement shall be immediately due and payable to Studio M Squared; (b) the Licensed Material will no

longer be used by Licensee in any manner; and (c) all rights and obligations of the Parties, including the license granted to Licensee, shall terminate except that the rights and obligations of the Parties under this Agreement which expressly or by their nature would continue beyond the termination of this Agreement shall remain in effect and survive termination of this Agreement. Notwithstanding such specific termination rights, each Party reserves all of its other legal rights and equitable remedies.

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110. Disclaimers. TO THE GREATEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL,PUNITIVE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION OR LOSS OF INFORMATION, RELATING TO THE LICENSED MATERIAL OR ARISING OUT OF THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. STUDIO M SQUARED MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, TO THE GREATEST EXTENT PERMISSIBLE BY LAW. BECAUSE SOME STATES MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF THE FOREGOING WARRANTIES OR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OR THE LIKE, THE ABOVE LIMITATIONS MAY NOT APPLY TO A PARTY. IF APPLICABLE STATE OR FEDERAL LAW DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY OF CLAIMS AND DAMAGES AS SET FORTH IN THIS AGREEMENT, THEN SUCH EXCLUSIONS AND LIMITATIONS SHALL REMAIN IN EFFECT TO THE GREATEST EXTENT PERMITTED BY LAW.

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111. Assignment. Licensee shall not have the right to assign or transfer any of its rights and obligations under this Agreement (in insolvency proceedings, by mergers, acquisitions or otherwise) except that all rights and obligations may be assigned (a) with the written consent of Studio M Squared, or (b) to a third party where the assignment is in connection with the sale, reorganization or other transfer of substantially all of the relevant business of the assigning party to the third party. Nothing in this paragraph shall be deemed to prevent the assigning party from transferring the ownership of its intellectual property.

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112. Relationship. Nothing in this Agreement shall be construed as forming any partnership, joint venture, agency, employment, franchise, distributorship, dealership or other similar or special relationship between the parties. This Agreement is not intended to be for the benefit of and shall not be enforceable by any third party.

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113. Notice. Unless otherwise provided in this Agreement, all notices, consents, approvals, waivers and

the like made by Licensee hereunder shall be mailed to the attention of Megan Whitney at the address set forth in the Cover Sheet, shall reference this Agreement and shall be sent by any of the following methods: (a) certified mail, postage-prepaid, return-receipt requested, (b) a delivery service which requires proof of delivery signed by the recipient or (c) properly-transmitted facsimile followed by written confirmation in accordance with methods (a), (b) or first-class mail. The date of notice shall be deemed to be the date it was first received or refused. A party may change its address for notice by written notice in accordance with this paragraph.

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114. Equitable Remedies. The parties recognize that money damages may not be an adequate remedy for any breach or threatened breach of any obligation hereunder involving intellectual property and that the aggrieved party may suffer immediate and irreparable harm as a result. The parties therefore agree that in addition to any other remedies available hereunder, by law or otherwise, the aggrieved party may be entitled to obtain injunctive relief against any such continued breach of such obligations.

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115. Applicable Law and Venue. This Agreement, including questions relating to its validity, shall be governed by the laws of New Jersey. Any suit relating to this Agreement, including counterclaims, shall be broughtand prosecuted in such jurisdiction; provided, however, that a suit may be brought in any court having requisite jurisdiction and venue in the event that the courts of the aforementioned state do not have, or decline, subject matter jurisdiction, personal jurisdiction or venue relating to the suit. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. Each of the parties submits to the jurisdiction of the courts of such state for such suit and waives any objection based on forum non conveniens or venue being laid therein.

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116. Force Majeure and Unenforceability. Neither party shall be held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by fire, flood, explosion, war, strike, embargo, government requirements, civil or military authority, court orders, industry-wide shortage of goods, act of God, or other similar causes. If any provision of this Agreement is deemed illegal or unenforceable, the requirements of the provision shall remain to the full extent permissible by law and the offending portions thereof shall be deemed replaced, to the extent possible, with a provision most closely reflecting the purpose of the offending provision.

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117. Entire Agreement; No Modification or Waiver. This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior written or oral negotiations, correspondence, understandings and agreements between the parties respecting such subject matter. Prior unexecuted drafts of this Agreement, if any, may not be used to interpret the intentions of the parties or underlying facts relating to this Agreement and the fact that certain provisions may have been added, removed or modified during negotiations shall have no interpretive significance. This Agreement shall not be modified or rescinded, except by a writing signed by both parties. No provision of this Agreement shall be deemed modified by any action or omission or failure to object to any action that may be inconsistent with the terms of this Agreement. No waiver of a breach committed by a party in one instance shall constitute a waiver or license to commit or continue breaches in other or like instances. By way of example only and without limiting the foregoing, this Agreement may not be modified by any statement appearing on any check or similar transfer of money, or by any provision appearing in any preprinted form of one party unless expressly accepted by the other party in a writing which expressly refers to such preprinted form and this Agreement.