NBR® AND NATURAL BEADED ROWS® LIMITED TRADEMARK LICENSE AGREEMENT
Updated: January 2022
This Limited Trademark License Agreement (“Agreement”) constitutes a legally binding agreement between you (“you” or “Licensee”) and Big Money Stylist, L.L.C. (hereinafter “Licensor”). Licensor and Licensee may also individually be referred to as a “Party” and collectively as the “Parties.”
By clicking the “I Agree to the Limited Trademark License Agreement” box, you agree to be bound by this Agreement.
THIS AGREEMENT GRANTS A LIMITED, PERSONAL TRADEMARK LICENSE SUBJECT TO THE USE REQUIREMENTS AND RESTRICTIONS SET FORTH IN THIS AGREEMENT. ANY VIOLATION OF THE TERMS OF THIS AGREEMENT WILL RESULT IN IMMEDIATE TERMINATION OF YOUR RIGHT TO USE THE NBR® AND NATURAL BEADED ROWS® SERVICE MARKS.
The Licensor may modify this Agreement at any time. Licensor will provide prior notice through the platform of changes to this license agreement. Your continued use of the marks following such notice constitutes your acceptance of such changes.
Confidential Information. The term “Confidential Information” means any information, technical data, or know-how, including, but not limited to, that which relates to the terms of this Agreement, research, product plans, business plans, products, services, employees, customers, markets, software, computer programs, technology, development tools, source code, object code, documentation, developments, intellectual property, concepts, inventions, formulas, processes, procedures, databases, designs, drawings, engineering, hardware configuration information, product ideas, business methods, strategies, marketing or financial plans, financial information, other Licensee names, proprietary materials and/or other trade secrets disclosed by Licensor (whether in writing, orally, or in any form or medium) to Licensee.
Marks. The term “Marks” shall mean the Natural Beaded Rows® and NBR® federally registered service marks and all goodwill associated therewith. Licensor reserves the right to add or delete any trademarks and service marks subject to this Agreement in its sole and absolute discretion.
Platform. The term “Platform” refers to the website and services located at www.nbr.education as well as the services provided via The Warrior Software and Workplace.
Natural Beaded Rows® Method. The term Natural Beaded Rows® Method refers to the proprietary method of placing hair extensions within natural hair developed by Danielle K White, Licensor and Big Money Stylist, L.L.C.
Territory. The term “Territory” means the retail location in which Licensee personally provides hair salon services to third-party customers.
2. License Eligibility. To be eligible to exercise the license rights granted herein, Licensee must accept the terms of this Agreement and adhere at all times to the obligations and use requirements and restrictions set forth in this Agreement.
3. Grant of License. Licensor hereby grants to Licensee a limited, non-transferable, non-assignable, license, without the right to grant sub-licenses, to use the Marks, solely within the Territory, for the advertising, promoting, and marketing of Licensee’s use of the Natural Beaded Rows® Method in connection with Licensee’s own hair salon services.
4. License Term. This License shall commence on the date of acceptance of the terms contained herein and continue on a month-to-month basis, until terminated pursuant to the terms of this Agreement.
5. Reservation of Rights. Except for the limited licenses granted herein, nothing in this Agreement grants to Licensee any rights of ownership to the Marks or any other of Licensor’s copyrights, patents, patent applications, trade secrets, trade names, trademark, service marks or other intellectual property rights.
6. Non-Disparagement. Licensee agrees to take no action which is intended, or would reasonably be expected, to harm the Marks or associated goodwill or which would reasonably be expected to lead to unwanted or unfavorable publicity of the Marks and associated goodwill. Licensee agrees not to use the Marks in a disparaging manner, either orally or in writing in any medium whatsoever, that would reasonably be expected to harm the reputation or lead to unwanted or unfavorable publicity.
7. Conduct Of Business. Licensee agrees to:
Conduct business and provide services in a manner which reflects favorably at all times on the goodwill and reputation of the Marks, Licensor, and the NBR® Method
Conduct business and provide services in full compliance with all applicable laws and regulations
Not engage in deceptive, misleading, or unethical practices.
Not make any statements, representations, warranties, or guarantees that are inconsistent with this Agreement or the policies established by Licensor.
Provide support and services of the highest quality and integrity to Licensee’s customers.
8. Use Requirements and Restrictions.
Manner. Licensee shall display the Marks within the Territory in a manner that ensures the attractive display of the Marks and the goodwill and reputation of the Marks and the Natural Beaded Rows® Method.
Territorial Restriction. Licensee may utilize the Marks solely in connection with the advertising, marketing, and promotional materials for the hair salon services personally provided by Licensee within the Territory. Unless otherwise approved in writing by Licensor, Licensee’s Territory shall not be located within 50 miles of Licensor’s principal place of business, currently 1590 S Coast Hwy, Laguna Beach, CA 92651, or such other address as may be designated by Licensor from time to time in its sole and absolute discretion.
Conditional Use. Licensees promotional materials and display shall be subject to approval by Licensor’s personnel or representatives. In the event, Licensee determines, in its sole and absolute discretion, that Licensee’s use of the Marks are not consistent with this Agreement, the goodwill, and reputation of the Marks, the Natural Beaded Rows® Method or Licensee, then Licensee, shall, upon receipt of written notice, immediately remove the non-conforming displays and materials and substitute with a conforming use.
Business Names and Domain Names. Licensee will not use the Marks (or any Marks confusingly similar thereto), individually or in combination, as part of:
Licensees corporate or trade name
Within any domain name.
Trademark Notices. Licensee will ensure that advertising, marketing and promotional materials are marked with the appropriate trademark notices to protect the integrity of Licensors intellectual property rights in the Marks.
Example: NBR® AND NATURAL BEADED ROWS®
Sole Reference. Unless otherwise approved in writing, all marketing materials used in connection with the advertising, marketing and promotion of the Natural Beaded Rows® Method shall make reference only to the Marks and shall not include any brands, endorsements, trademarks, service marks, trade names or logotypes other than Licensee’s own corporate or trade-name identifiers, as reasonably appropriate to identify Licensee as the hair salon services provider.
Non-Dilution. Licensee shall not directly or indirectly take any action to dilute the Marks or tarnish the reputation of or goodwill associated with the Marks.
No Trademark Registrations. License shall not apply for, or obtain, or assist any third party in applying for or obtaining, any registration of the Marks, or any trademark, service mark, trade name or other indicia confusingly similar to the Marks.
Personal Rights. The license and rights granted to Licensee hereunder are personal in nature, and Licensee may not and shall not sell, transfer, lease, pledge sublicense or assign this Agreement or its rights and interest hereunder, or any part hereof, whether by operation of law or otherwise, including without limitation the granting of any security interest or liens, without the prior written consent of Licensor.
9. Relationship of the Parties. It is expressly understood and agreed that the relationship between the Parties is solely that of “Licensor” and “Licensee.” Licensee is not, and shall not be, a partner, agent, representative or joint venture of Licensor. Licensee has no authority to assume or create any obligation for or on behalf of Licensor, express or implied with respect to the Marks, this Agreement or otherwise.
10. Confidentiality. Licensee has a duty to maintain the confidentiality of any Confidential Information provided to Licensee and agrees not to disclose any Confidential Information to any third party for any reason without the prior written consent of Licensor and/or use the Confidential Information in any way detrimental to Licensor. The Confidentiality obligations contained herein shall include, without limitation, the terms of this Agreement.
Automatic Termination. This Agreement shall automatically terminate, without notice,
upon the institution by or against either Party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of either Party’s debts
upon either Party making an assignment for the benefit of creditors,
upon either Party’s dissolution or ceasing to do business.
Convenience: Either party may terminate this Agreement at any time upon thirty (30) days prior written notice to the other Party.
Cause. Licensor may terminate this Agreement immediately if Licensee:
Makes any unauthorized assertion of rights in the Marks which is inconsistent with the Licensor’s interest in the Marks;
Attempts to or actually sells, transfers, leases, pledges, sub-licenses or assigns this Agreement or the Marks;
Uses the Marks to provide Licensee’s hair salon services outside of the approved Territory;
Violates any terms of this Agreement;
Violates any applicable law or fails to maintain industry-required continuing education, certifications, licenses and/or permits.
Injunctive Relief. Licensee understands and agrees that money damages will not be a sufficient remedy for any breach of the Non-Disparagement, Confidentiality and Use Requirements and Restrictions terms under this Agreement, and that Licensor shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies will not be deemed to be the exclusive remedies for a breach by Licensee, but will be in addition to all other remedies available to Licensor at law or in equity.
Effect of Termination.
Trademarks: Upon termination or expiration of this Agreement, Licensee shall immediately remove the Marks from its websites, related advertising/marketing/promotional materials, and displays within the Territory. License shall immediately cease distribution of any physical or digital materials that contain the Marks or use of the Marks in any social media.
Survival: The following Sections survive termination of this Agreement: Use Requirements and Restrictions, Non-Disparagement, Dispute Resolution, Confidentiality, Warranty Disclaimer, Indemnification. Limitation of Liability, and Choice of Law.
12. Dispute Resolution
Individual Binding Arbitration. Any claim or controversy with Licensor arising out of or relating to this Agreement (including formation, interpretation, performance and breach of the Agreement) shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, excluding any rules or procedures governing or permitting class actions. Any judgment on the award rendered by the arbitrator(s) shall be final and binding upon the parties, and any judgment on the award may be entered in any court having jurisdiction thereof. The Federal Arbitration Act, 9 U.S.C. § 1 et. seq., shall govern the interpretation and enforcement of this Agreement.
Class Action & Jury Trial Waiver. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ON AN INDIVIDUAL BASIS ONLY. THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE OR JOIN A CLASS ACTION OR PRIVATE ATTORNEY GENERAL ACTION, OR TO CONSOLIDATE THEIR ARBITRATION WITH OTHER ARBITRATIONS. EACH PARTY IS EXPRESSLY WAIVING ITS RIGHTS TO A TRIAL BY A JUDGE OR JURY. IF ANY PROVISION OF THIS ARBITRATION AGREEMENT IS FOUND UNENFORCEABLE, THE UNENFORCEABLE PROVISION SHALL BE SEVERED AND THE REMAINING PROVISIONS SHALL REMAIN ENFORCEABLE.
Fees; Prevailing Party. Fees associated with any arbitration initiated under this Agreement shall initially be borne equally by the Parties, provided however that the prevailing party in any such arbitration shall be entitled to recover its reasonable attorneys’ fees, costs and expenses incurred in connection with the arbitration.
Notice. When initiating a request to arbitrate, Licensee must also send a copy of the completed form to Licensor at P.O. Box 3835, Dana Point, California 92629
13. Indemnification. Licensee shall indemnify, defend, and hold harmless Licensor and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, representatives, agents, volunteers, attorneys, affiliates, managers, licensors, business partners and each of their respective successors and assigns (the “Licensor Indemnified Parties”) from and against all damages, losses, liabilities, claims, expenses, fees or costs (including, without limitation, reasonable attorneys’ fees and costs) incurred in connection with any claim, demand or action brought or asserted against any of the Licensor Indemnified Parties arising out of or relating to Licensee’s;
acts or omissions
breach of the terms of this Agreement, and/or
violation of any third party right, including without limitation any intellectual property right, publicity, property or privacy right.
14. Limitation of Liability. IN NO EVENT SHALL LICENSOR OR ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, AGENTS, VOLUNTEERS, ATTORNEYS, AFFILIATES, MANAGERS, LICENSORS, BUSINESS PARTNERS AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, BE LIABLE TO LICENSEE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO LOST REVENUE, LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF CONSORTIUM) EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. No action, regardless of form, arising from or pertaining to this Agreement and/or the Program Services may be brought by Licensee more than O.N.E. (1) YEAR after such action has arisen.
15. WARRANTY DISCLAIMER: NOTHING IN THIS AGREEMENT WILL CONSTITUTE ANY REPRESENTATION OR WARRANTY BY LICENSOR THAT;
ANY OF THE MARKS ARE VALID
ANY OF THE MARKS (IF AN APPLICATION) WILL PROCEED TO GRANT OR, IF GRANTED, WILL BE VALID; OR
THE EXERCISE BY LICENSEE OF RIGHTS GRANTED UNDER THIS LICENSE AGREEMENT WILL NOT INFRINGE THE RIGHTS OF ANY PERSON.
16. General Provisions.
Choice of Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to or application of California’s conflict of law principles. The parties consent to the jurisdiction of the State of California, and venue in the County of Orange, with regard to any controversy or claim arising out of or relating to this Agreement, or the breach thereof.
Force Majeure. Licensor shall not be liable or responsible to Licensee for any delays in providing the Program Services as a result of any event beyond its reasonable control, including, without limitation, adverse weather conditions, internet outage or interruption of service, telecommunications or power outage, fire, flood, civil disobedience, labor disruptions, strikes, lockouts, freight, embargoes, terrorism, natural disaster, war or acts of God.
Waiver. No failure or delay by a Party exercising any right, power or privilege under this Agreement will operate as a waiver thereof.
Modification. No modification of this Agreement shall be effective unless it is either in writing and signed by an authorized representative of Licensor or posted by Licensor on the Platform. Your continued use of the Marks shall constitute your acceptance of any Licensor modifications.
Severability. The validity or un-enforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
Assignment. Licensee shall not assign any of the rights or obligations under this Agreement without the prior written consent of the Licensor. This Agreement is assignable by Licensor at any time without Licensee’s consent.
Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties and their respective successors and permitted assigns.
Interpretation. Headings are for reference purposes only and do not limit the scope or extent of such sections.
Notices. All notices, requests and other communications under this Agreement shall be in writing and shall be delivered in person (by courier or otherwise) or mailed by certified or registered U.S. mail, return receipt requested, to Licensor at P.O. Box 3835, Dana Point, California 92629 and to Licensee at the email address specified in the Licensees Platform account.
17. Entire Agreement. This Agreement shall comprise the entire Agreement between the Parties regarding the licensing of the Marks to Licensee and supersedes all prior or contemporaneous agreements, written or oral, between the Parties regarding the subject matter contained herein.