Vendor Licensing Agreement

Last Modified: September 27th, 2023

License Agreement

This License Agreement (this “Agreement”) for PourMeABeer is a binding contract between you (“User,” “you,” or “your”) and PourMeABeer, LLC (“we”, “PourMeABeer”).

This Agreement takes effect when submit your logo and any related materials (collectively the “Licensed Materials”) to PourMeABeer (the “Effective Date”). By using the PourMeABeer website you (a) acknowledge that you have read and understand this agreement; (b) represent and warrant that you have the right, power, and authority to enter into this agreement and, if entering into this agreement for an organization, that you have the legal authority to bind that organization; and (c) accept this agreement and agree that you are legally bound by its terms. You agree that the agreement is like any written negotiated agreement signed by you. By executing this Agreement, you agree to be bound by the agreement and accept all of the provisions of this Agreement.

License.

Grant. Subject to this Agreement’s terms and conditions, you hereby grant to PourMeABeer during the Term (as defined below) a non-exclusive, worldwide, sublicensable (in accordance with (b) below), license to use the Licensed Materials in connection with the manufacture, promotion, advertising, distribution, and sale of merchandise and related goods (“Licensed Products”).
Sublicensing. PourMeABeer may grant sublicenses under the license granted in Section 1(a) to (i) any wholly-owned subsidiary of PourMeABeer; and (ii) manufacturers, distributors, and other contractors solely for the purpose of providing services to PourMeABeer or otherwise acting on PourMeABeer’s behalf. All sublicenses must: (A) subject to and consistent with the applicable terms and conditions of this Agreement; (B) prohibit further sublicensing or assignment to a third party; and (C) terminate automatically effective as of the termination of this Agreement under Section 9(b) or, in the case of a wholly-owned subsidiary, the date the sublicensee ceases to be a wholly-owned subsidiary of PourMeABeer. PourMeABeer shall ensure that each sublicensee complies with the applicable terms and conditions of this Agreement. Any act or omission of a sublicensee that would be a material breach of this Agreement if performed by PourMeABeer will be deemed to be a material breach by PourMeABeer.

Use of the Licensed Materials.

PourMeABeer shall ensure that all Licensed Products and all uses by PourMeABeer and its sublicensees of the Licensed Materials, including in all advertising, marketing, and promotional materials used in connection with the Licensed Products, comply with guidelines provided by You.

Ownership and Protection of the Licensed Materials.

PourMeABeer acknowledges and agrees that, as between the Parties, (i) you own and will retain all right, title, and interest in and to the Licensed Materials; and (ii) all use by PourMeABeer or any sublicensee of the Licensed Materials under this Agreement, and all goodwill accruing therefrom, will inure solely to your benefit.

Representations and Warranties.

Mutual Representations. Each Party represents and warrants to the other Party that, as of the Effective Date: (i) it is duly organized, validly existing, and in good standing under the laws of the state or jurisdiction of its organization; (ii) it has the full right, power, and authority to enter into and perform its obligations under this Agreement; (iii) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary [corporate/organizational] action of such Party; and (iv) when executed and delivered by such Party, this Agreement will constitute the legal, valid, and binding obligation of that Party, enforceable against that Party in accordance with its terms.

Your Representations.

You represent and warrant that: (i) you are the sole and exclusive owner of all right, title, and interest in and to the Licensed Materials in connection with the Licensed Products; and (ii) PourMeABeer’s exercise of the rights and license granted under this Agreement will not infringe or otherwise conflict with any third party’s rights.

Indemnification.

You shall indemnify, defend, and hold harmless PourMeABeer and PourMeABeer’s affiliates, officers, directors, employees, agents, successors, and assigns (each, a “PourMeABeer Indemnified Party”) against all losses, liabilities, claims, damages, actions, fines, penalties, expenses, or costs (including court costs and reasonable attorneys’ fees) (“Losses”) arising out of or in connection with any third-party claim, suit, action, or proceeding (“Third-Party Claim”) relating to any infringement, dilution, or other violation of any third-party trademark rights relating to the use of any Licensed Materials by PourMeABeer or any sublicensee in accordance with this Agreement.

Limitation of Liability.

EXCEPT FOR A PARTY’S LIABILITY FOR INDEMNIFICATION UNDER 5 OR BREACH OF CONFIDENTIALITY UNDER Error! Reference source not found., NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES RELATING TO THIS AGREEMENT OR USE OF THE LICENSED MATERIALS HEREUNDER, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Term and Termination.

Term.

This Agreement is effective as of the Effective Date and will continue in effect until terminated in accordance with Section 9(b) (the “Term”).

Termination.

PourMeABeer may terminate this Agreement at any time without cause, and without incurring any additional obligation, liability, or penalty, by providing at least fifteen days’ prior written notice to you.
Either Party may terminate this Agreement on written notice to the other Party if the other Party materially breaches this Agreement and fails to cure such breach within thirty days after receiving written notice of such breach from the non-breaching Party.

Effect of Termination.

Upon the expiration or termination of this Agreement or any Sell-Off Period expressly permitted under Section 9(d): (i) all rights and licenses granted under this Agreement and all sublicenses granted by PourMeABeer will automatically and immediately terminate; (ii) PourMeABeer shall immediately cease all use of the Licensed Materials. Expiration or termination of this Agreement will not relieve the Parties of any obligations accruing before the effective date of expiration or termination. The parties’ rights and obligations set forth in Section 3(a) (Acknowledgment), 4 (Representations and Warranties), 5 (Indemnification), 6 (Limitation of Liability), Section 9(c) (Effect of Termination), Section 9(d) (Sell-Off Period), and 9 (General Provisions), and any right, obligation, or required performance of the Parties under this Agreement that, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

Sell-Off Period.

For a period of sixty days after the date of termination of this Agreement (other than termination by you pursuant to Section 7(b)(ii)) (“Sell-Off Period”), PourMeABeer and its sublicensees will have the right to sell any Licensed Products in its or their inventory or in the process of manufacture as of the date of termination, in each case, in accordance with this Agreement’s terms and conditions.
Assignment. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

Governing Law and Jurisdiction.

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to principles of conflicts of laws and all claims and actions related hereto shall be brought in the appropriate state or federal court located in Austin, Texas. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Agreement.

Miscellaneous.

This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent by certified or overnight mail to PourMeABeer, LLC P.O. Box 978, Pflugerville, TX 78691. Notwithstanding the foregoing, you hereby consent to receiving communications from us and our affiliates. These communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Platform. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of our obligations hereunder.