COBRA-DEFENSE, INC. LICENSE AGREEMENT
Update: January 8th, 2017. 6 month minimum to 12 month minimum.
NON-EXCLUSIVE END USER PROGRAM LICENSE
Please read this Agreement and indicate your acceptance by following the instructions in the Purchase process.
If you do not agree to this Agreement, please do not purchase the C.O.B.R.A. license.
This Agreement is entered into this Date, by and between COBRA-DEFENSE INC., 24103 US19 North, Clearwater, FL 33763, hereinafter referred to as "Licensor", and yourself, hereinafter referred to as "Licensee", who agree as follows:
- A. Licensor is the owner and holder of licensing rights to the "C.O.B.R.A. Defense" trade name, logo, as well as the proprietary rights associated with "C.O.B.R.A. Defense" systems and other trade secrets relating to "C.O.B.R.A. Defense" (the "Cobra-Defense Proprietary Rights");
- B. Licensee is the owner of or otherwise the legal representative of an LLC, S-Corp, C-Corp or a Sole Proprietorship and wishes to use the COBRA-Defense Proprietary Rights for the purpose of teaching the COBRA-Defense Self-defense Curriculum;
- C. Licensor has the power and authority to grant to Licensee the license to use the COBRA-Defense Proprietary Rights;
- D. Licensee agrees to obtain from Licensor a license to use the COBRA-Defense Proprietary Rights; and
- E. Both Licensee and Licensor are in agreement with respect to the terms and conditions on which Licensee shall use the COBRA-Defense Proprietary Rights and wish to set forth such terms and conditions in this Agreement. Both Licensee and Licensor are in agreement that this license does not represent a franchise in anyway. Licensee understands that the license grants access to the COBRA business model and unlimited business consultations.
2. MANDATORY CERTIFICATION
- A. The Licensee accepts and agrees that he or she is required to complete COBRA-Defense Instructor Certification online training prior to teaching The Program. The Licensee accepts and agrees that Instructor Certification online training have a separate fee schedule and are not included in the License Fee.
- B. The Licensee accepts and agrees that the certification is not a service or support provided by the Licensor but a pre-requisite to obtaining the license.
3. LICENSOR’S GRANT OF LICENSE
- A. Licensor grants to Licensee a nontransferable license to the use of COBRA-Defense Proprietary Rights in connection with the advertising, promotion, performance, and sale of COBRA-Defense Services that conform to, are in compliance with, and as compatible with the then-current and reasonable COBRA-Defense product quality standards ("Product Quality Standards").
- B. Licensee may use the COBRA-Defense Proprietary Rights on, or in connection with, alternative products or services that are not specified by Licensor, provided that such products or services are of a comparable caliber and quality so as to still meet the Product Quality Standards provided by Licensor.
- C. Licensor retains the right to inspect any such alternative products or services to ensure they are in order with the Product Quality Standards.
- D. Licensee understands that Licensor must maintain and enforce such reasonable standards in order to maintain ownership and continuing rights to the COBRA-Defense Proprietary Rights, and will cooperate in all reasonable ways requested.
4. PROMOTIONAL ACTIVITIES
- A. Licensor will permit Licensee to use the COBRA-Defense Proprietary Rights, including, but not limited to, its logo, design, color scheme, and style with respect to the advertising, promotion, or sale of products or services subject to this Agreement. Licensee agrees that any such advertising; promotion or sale of products or services shall be representative of C.O.B.R.A. Defense’s brand voice and shall not in any way disparage C.O.B.R.A. Defense.
- B. Licensee shall be solely responsible for assuring that all such advertisement and promotional materials comply with all Federal, State, and local laws, rules, ordinances, and professional canons of ethics relating to advertising of the services and products provided by Licensee.
- C. Licensee agrees to not use COBRA-Defense Proprietary Rights in a defamatory, deceptive, or fraudulent way. Licensee furthermore agrees to not use COBRA-Defense Proprietary Rights in any fashion that would unreasonably harm the public’s perception of Licensor.
5. LICENSE PAYMENTS
- A. Licensor, for the consideration named, hereby grants to Licensee, a non-exclusive license to use the Licensed Program ("The Program ").
- B. For the license to use this Program, Licensee shall pay $139 (U.S.) Dollars (Ninety Nine Dollars) per month for a minimum of twelve-months starting after an initial 45 days of no payment.
- C. Following the initial twelve-month initial period, payments will auto-renew without additional approval every month unless terminated in writing by the Licensee.
- D. Failure to submit such termination notice in writing will allow the next month auto-renew cycle to commence with payments to be made in full an a month to month basis.
- E. If payment is made ten days or more late, a 10% late fee will be added to the amount due.
- F. Licensee shall pay Licensor 50% of the single location License for each additional location after the first that will use the Program.
- G. License Payments shall commence upon the signing of this agreement online or in person.
- H. The term of the License will commence upon completion of the mandatory Certification described in 2. MANDATORY CERTIFICATION.
- I. License Payments owed under this Agreement shall be automatically generated via credit card submitted by Licensee for specific use of paying the monthly License Payment as set forth in this agreement. License Payments will be automatic and require no further agreement or approval from Licensor.
- J. No payments made within the terms of this agreement are refundable.
- K. Licensor may use a third party company to transact and collect License Payments.
6. DISSOLUTION OF LICENSOR
Should Licensor administratively, voluntarily or involuntarily be dissolved, then the applicable License Payments shall continue notwithstanding that Licensor will not be able to continue Promotional Activities as described in Section 4. This provision shall also apply in the event of bankruptcy of Licensor or other circumstances beyond Licensor’s control.
7. TITLE TO PROGRAM
- A. Title, Ownership, Copyright, and Trademarks to the Program and all related material belong to Licensor.
- B. Neither the Program nor this Contract may be assigned, sub-licensed or otherwise transferred by Licensee without the prior written consent of the Licensor.
- C. Licensee agrees to use its best efforts to prevent any and all unauthorized persons from acquiring the Program. Sharing of website logins, curriculum, concepts or any element of the Program may result in termination of the License by the Licensor.
- D. Any products for resale with the Program can be purchased from Licensor and/or vendors Chosen by License. Licensor agrees that pricing for logo products will be competitive for similar quality merchandise. Licensor allows license to create products in line with the programs merchandise for resale at their location. All Copyrighted student manual must be purchased from Licensor.
8. TERMS OF AGREEMENT
- A. The Payment Terms of this Agreement shall begin on the date first above written and shall continue for the 12-months after the date above. The 12-month agreement will automatically renew unless the agreement is terminated as described below.
- B. The term of the License will commence upon completion of the mandatory Certification described in 2. MANDATORY CERTIFICATION.
9. TERMINATION OF AGREEMENT
Licensor shall have the right to terminate this Agreement immediately and without prior notice (unless required by local law) upon the occurrence of one or more of the following, all of which constitute events of default hereunder:
- A. Licensee violates or fails to comply with any provision of this Agreement;
- B. Any unauthorized use by Licensee of the Cobra-Defense Proprietary Rights.
- C. Use of Cobra-Defense Proprietary Rights by Licensee is in a manner that is disparaging of Licensor or its products and services, as determined by Licensor in its sole and absolute discretion.
- D. The attempted or actual transfer or grant of any rights under this Agreement or any interest of the Licensee herein to any third party without Licensor’s prior written consent.
10. EFFECT OF TERMINATION
- A. Upon termination, Licensee agrees it shall immediately discontinue and cease any and all further use of the Cobra-Defense Proprietary Rights and any procedure, symbol, or terms confusingly similar thereto, or with trade dressing of similar appearance.
- B. Licensee agrees to cooperate with Licensor or its appointed agent to apply to the appropriate authorities to cancel recording of this Agreement from all governmental records, and destroy all printed materials bearing the Cobra-Defense Proprietary Rights.
- C. Upon termination, all rights to use the Cobra-Defense Proprietary Rights and the goodwill connected therewith shall remain the property of the Licensor.
11. LICENSOR’S RIGHTS ON TERMINATION
- A. Licensee may terminate this Agreement after each twelve-month cycle by submitting notice of termination via writing within 10-days of the end of a twelve-month cycle.
- B. Failure to submit such termination notice in writing will allow the next twelve-month auto-renew cycle to commence with payments to be made in full for the entire twelve-month cycle.
- C. In the event of the termination of this Agreement, for any reason whatsoever, the right to the use of all things licensed to Licensee herein shall immediately terminate and revert back to the sole and exclusive use of Licensor.
12. INDEMNIFICATION BY LICENSEE
Licensee agrees to indemnify Licensor and to hold Licensor harmless from any and all liability, loss, damages, claims or causes of action, including reasonable legal fees and expenses that may be incurred by Licensor, arising out of the Licensee’s use of the Cobra-Defense Proprietary Rights, except for liability, loss, damages, claims or causes of action arising out of any third party claims third party claims that Licensee’s uses of the Cobra-Defense Proprietary Rights infringes that third party’s valid and preexisting U.S. trademark registration in the Proprietary Rights. Licensor shall provide Licensee with prompt written notice of any claim for which indemnification is sought.
13. PROTECTION OF PROPRIETARY RIGHTS
- A. Licensor shall use reasonable efforts to protect the Cobra-Defense Proprietary Rights and shall defend, at Licensor’s expense, any third party claims of infringement or unfair competition brought against Licensee in connection with Licensee’s proper use of the Cobra-Defense Proprietary Rights pursuant to this Agreement.
- B. Licensee shall notify Licensor of the existence of any such claims within thirty (30) days after being advised thereof. The defense, settlement and handling of any such claim for infringement or unfair competition shall be determined by Licensor in its reasonable discretion. If at any time Licensor determines that it is appropriate to change or cease use of any of the Cobra-Defense Proprietary Rights, then the definition of Cobra-Defense Proprietary Rights hereunder shall automatically, and without further action of the parties hereto, be amended to reflect any such change, cessation, substitution or addition.
- C. Licensee shall give Licensor written notice of (i) any conduct which comes to its attention and which appears to infringe or constitute a conflicting use of the Cobra-Defense Proprietary Rights, and (ii) any claim or assertion by any person, whether or not made in a legal action, that the Cobra-Defense Proprietary Rights infringes on any rights of a third party. When requested, Licensee shall cooperate with and assist Licensor in its efforts to stop an infringement or other violation of Licensor’s rights with respect to the Cobra-Defense Proprietary Rights.
Licensee agrees to pay the Licensor within thirty days of the due date each month. Overdue payments shall incur a flat 10% late fee. If payment is over 60-days delinquent, the Licensor may terminate the Program.
15. COPYRIGHT AND TRADEMARK NOTICE
Copyright and trademarks for all elements of the Program remain the property of the Licensor.
16. LIMITATION OF LIABILITY
- A. Licensor will not be liable to Licensee for any direct or indirect, special, consequential, incidental, or other damages arising out of, resulting from, or in any way concerned with the licensing of Cobra-Defense Proprietary Rights or for any breach by Licensor of its obligations under this Agreement, regardless of the form of action or whether such claim arises in tort (including negligence) or contract, even if Licensee has been advised of the possibility of such damages.
- B. Licensor’s liability to the Licensee for direct damages shall be limited to an amount not to exceed the aggregate amount of License Payments actually paid by Licensee to Licensor during the twelve month period prior to the date upon which Licensee’s claim arose.
17. SUBLICENSE AND ASSIGNMENT
- A. Licensee shall not sublicense, assign or otherwise transfer the Property Rights or any of the rights hereunder without the prior written approval of Licensor. Any unauthorized sublicense, assignment or transfer without the Licensor’s prior written approval shall be void.
- B. Licensor may assign its rights and obligations hereunder (whether directly or indirectly, including, but not limited to, by assignment, reorganization, merger, consolidation, or operation of law) without the consent of Licensee.
18. NON-FRANCHISE OR BUSINESS OPPORTUNITY
This Agreement is not intended to constitute a Franchise Agreement or Business Opportunity under any federal, state, or local laws. The Licensor does not intend to provide significant assistance to the Licensee as to constitute a franchise. Specifically the Licensor does not intend to provide Significant operating control, start up/build out control, location control or vendor control over Licensee. With the Licensing fee the Licensee can request business consultation from the Licensor per the request of the Licensee.
19. CLAIMS OR ACTIONS
To the extent any claim or action asserted or threatened against Licensor or Licensee has arisen from Licensee’s use of the business, goods, or services of Licensee, such claim or action shall be the responsibility of the Licensee.
20. ACTS BEYOND THE CONTROL OF THE PARTIES
- A. This Agreement shall become voidable at the option of Licensor in case of war, national police action, government edict, unavailability of materials, or an act of God which makes the manufacture or sale of products or services subject to this Agreement impossible or inadvisable.
- B. If Licensor shall so void this Agreement, neither party shall have any future rights against the other except for any payments which may be due to Licensor for sales or sublicenses made prior to the cancellation of this Agreement, however, within 30 days after the cessation of the cause or causes which occasioned such cancellation, regardless of whether or not this Agreement would ordinarily have terminated by such time, Licensor may, upon written notice to Licensee, reinstate this Agreement as if it had never been cancelled. In such event, all expiration dates in this Agreement shall be extended by a period of time equal to the period of cancellation, and any minimum amounts required for renewal shall be prorated for the particular license year or years during which this Agreement was suspended, so that no minimum amounts will be payable for the period between the cancellation and reinstatement of this Agreement
21. PRIOR COMMUNICATIONS
Except for any confidentiality or nondisclosure agreements that may already be in place between the parties, this Agreement replaces any prior oral or written agreements or other communications between the parties with respect to the subject matter of this Agreement.
22. BINDING EFFECT
All of the terms and conditions of this Agreement shall be binding upon and inure to the benefit of the heirs, successors, administrators, legal representatives and permitted assigns, as the case may be, of the parties.
23. GOVERNING LAW
This Agreement shall be construed, interpreted, and enforced in accordance with Florida law.
The venue for any legal action arising out of or relating to this Agreement shall be Pinellas County, Florida.
This Agreement shall not be construed or interpreted more strongly against one party or the other.
Any modification or alteration to the terms of this Agreement shall be in writing and signed by both parties hereto. Any oral modification or alteration to the terms of this Agreement shall be of no force or effect.
27. PARAGRAPH HEADINGS
The paragraph headings in this Agreement are inserted merely for the convenience of the parties and shall not be used to construe or modify the terms of this Agreement in any respect.
28. PARTIAL INVALIDITY/SEVERABILITY
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable in any manner, the remaining provisions of this Agreement shall nonetheless continue in full force and effect without being impaired or invalidated in any way. In addition, if any provision of this Agreement may be modified by a court of competent jurisdiction such that it may be enforced, then that provision shall be so modified and as modified shall be fully enforced.
29. ENTIRE AGREEMENT
Except as otherwise stated in this Agreement and except for any other agreements between the parties of even date herewith, this Agreement contains the entire understanding of the parties with respect to its subject matter, and supersedes all prior and contemporaneous agreements, understandings, and negotiations. No parol evidence of prior or contemporaneous agreements, understandings, or negotiations shall govern or be used to construe or modify this Agreement. No modification or alteration of this Agreement shall be deemed effective unless in writing and signed by the parties.
Each of the parties acknowledges that they and their counsel have reviewed this Agreement and suggested changes to its language. Therefore, any rule of construction that any ambiguity shall be construed against the drafter of this Agreement shall not apply in interpreting the provisions of this Agreement.
31. ATTORNEY’S FEES
In connection with any litigation including appellate proceedings arising out of this Agreement, the prevailing party shall be entitled to recover from the losing party its reasonable attorney’s fees and costs incurred in enforcing its rights and remedies hereunder, including costs of collection prior to instigating litigation.
32. WAIVER OF JURY TRIAL
THE PARTIES ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF ANY LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO: (a) THIS AGREEMENT; or (b) ANY OF THE TRANSACTIONS OR OTHER AGREEMENTS CONTEMPLATED BY THIS AGREEMENT.