BY CLICKING "I AGREE", YOU, ON BEHALF OF LOCAL ORGANIZATION (AS DEFINED BELOW), ENTER INTO THIS AGREEMENT BETWEEN LOCAL ORGANIZATION AND CANSTRUCTION, INC., AND YOU ACKNOWLEDGE AND AGREE, ON BEHALF OF LOCAL ORGANIZATION, THAT CLICKING "I AGREE" WILL CONSTITUTE LOCAL ORGANIZATION’S LEGALLY BINDING ELECTRONIC SIGNATURE TO THIS AGREEMENT. YOU ACKNOWLEDGE THAT PRIOR TO ACCEPTING AND SIGNING THIS AGREEMENT ELECTRONICALLY, YOU RECEIVED, READ AND UNDERSTOOD A LEGIBLE, EXACT AND COMPLETELY FILLED IN COPY OF THIS AGREEMENT. ALL OF THE TERMS OF THIS AGREEMENT AND PAYMENT TERMS, ARE PART OF THIS AGREEMENT. READ THEM BEFORE YOU ACCEPT THIS AGREEMENT. IN ADDITION, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE, ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU ARE AUTHORIZED ON BEHALF OF LOCAL ORGANIZATION TO EXECUTE THIS AGREEMENT ON LOCAL ORGANIZATION’S BEHALF, AND AFFIRM THAT YOU INTEND FOR LOCAL ORGANIZATION TO BE LEGALLY BOUND BY IT. IF YOU DO NOT AGREE, YOU MAY EXIT THE ELECTRONIC SIGNATURE ACCEPTANCE PROCESS.
This License Agreement (“Agreement”) is entered into by and between Canstruction, Inc., a U.S. registered 501(c)3 non-profit charity organized under the laws of the State of New York, USA with an address at 1168 Howell Mill Road, NW, Suite F, Atlanta, GA 30318, U.S.A. (“Canstruction"), on the one part, and on the other part the sponsoring organization for the Local Event, as identified in the online registration process (“Local Organization”).
Canstruction is an internationally recognized organization which promotes events whereby a group (“Volunteers”) or groups of individuals volunteer to build structures made out of full cans of food, with the cans of food being donated to one or more hunger relief organizations after the event (“Local Event”). Canstruction is the owner of the marks CANSTRUCTION, CANSTRUCT A WORLD WITHOUT HUNGER, CAN ART, CANDO, CANTRIBUTE, CANSCUPLTURE, iCAN, and others, including those using the term “CAN” and variations on it (“Marks”), as well as designs, concepts, awards, templates, trade dress, copyrighted works including but not limited to instructions, rules, manuals and other materials provided by or on behalf of Canstruction and used in connection with a Local Event (“Materials”; Materials and Marks hereinafter collectively referred to the “Intellectual Property”);
The Local Organization is desirous, jointly with Canstruction, of organizing, promoting, and holding a one-time Local Event employing the Intellectual Property in the organization, promotion, and staging of the Local Event. Subject to the terms and conditions of this Agreement, Canstruction agrees to permit use of certain of its Intellectual Property in the organization, promotion, and staging of the Local Event. Accordingly, the parties agree as follows:
1. Grant. Subject to the terms and conditions contained herein, Canstruction grants to the Local Organization a revocable, nontransferable, nonsublicenseable, nonexclusive right and license during the Term, as hereinafter defined, to organize, promote and hold a one-time Local Event and to use the Licensed Intellectual Property in connection therewith. The Local Organization shall not permit or authorize any other person or entity to organize, promote or hold a Local Event. The Local Organization shall have no right to use Canstruction's name or Intellectual Property for any purpose other than as described herein.
2. Term. The term of this Agreement (“Term”) shall commence on the date this Agreement is electronically signed by the Local Organization (“Effective Date”) and shall end ten (10) days after the Local Event has concluded (“Event End Date”), unless earlier terminated in accordance with the terms and provisions of this Agreement. The Event End Date shall be select by the Local Organization during the on-line registration process. If the Local Event is not held during the registered dates, the Local Organization agrees to re-register the Local Event and pay the applicable registration fees.
3. Payments. Fees, donations and other monies paid to Canstruction are non-refundable and will not be pro-rated nor credited towards future use.
4. Promotional Materials. Canstruction will supply certain Promotional Materials to the Local Organization for use in connection with the organization, promotion, and staging of the Local Event to be used in connection therewith, upon execution of this Agreement and receipt of payment. The Local Organization shall use the Promotional Materials in connection with the organization, promotion, and hosting of the Local Event, including the incorporation of Canstruction’s official logo into signage, press releases, advertising, webpages, flyers, television and radio spots, and any other promotional materials (“Promotional Materials”).
5. Rules and Regulations. The Local Organization hereby agrees to comply with Canstruction's rules, regulations and instructions governing Local Events which is a downloadable document available upon completion of the registration payment process and is hereby incorporated by reference (the “Rules and Regulations”).
6. No Insurance Coverage. The Local Organization acknowledges that Canstruction does not carry insurance coverage for Local Events. The Local Organization is solely responsible for obtaining any and all liability or other insurance that may be required to host the Local Event.
7. No Tax Exempt Status. This Agreement does not grant the Local Organization a U.S. IRS Tax Exemption as a 501(c)(3) charitable organization.
8. Disclaimer; No Assurance of Success. NEITHER CANSTRUCTION, ITS LICENSORS OR SUPPLIERS, NOR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SPONSORS, DONORS, AGENTS OR REPRESENTATIVES MAKES ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO THE LOCAL ORGANIZATION, OR ANY OTHER PERSON OR ENTITY REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED WARRANTY AGAINST INFRINGEMENT, THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. CANSTRUCTION MAKES NO PROMISES, PLEDGES, COMMITMENTS NOR ASSURANCES OF ANY KIND AS TO THE RESULTS OR SUCCESS OF THE LOCAL EVENT.
9. Licensed Intellectual Property. (a) Ownership. The Local Organization acknowledges that Canstruction is the sole and exclusive owner of all rights, title and interest of every kind and nature in and to the Intellectual Property and all goodwill associated therewith, whether or not formally registered. The Local Organization further acknowledges that the Marks and trade dress are non-functional and distinctive in that consumers recognize the Marks and trade dress as originating from, authorized by, approved by, or otherwise associated exclusively with Canstruction. The Local Organization agrees that in connection with the Local Event or at any other time it shall not adopt, use or seek to register any mark or phrase utilizing “CAN” in combination with other words or material that in Canstruction’s sole discretion is similar to the Marks or is likely to dilute them or lessen their uniqueness. (b) Use. The Local Organization agrees to use the Licensed Intellectual Property in the manner specifically instructed from time to time by Canstruction, including but not limited to using of the Marks within the United States of America in connection with the symbol ® ,TM, or SM with respect to the presentation of the Marks in all signage, advertisements, Promotional Materials, and other use of the Marks as instructed by Canstruction; employing appropriate legends to notice that the Marks are owned by and/or are registered trademarks of Canstruction; incorporating copyright notices (“Copyright © 2017 Canstruction, Inc. All rights reserved.” (with the year completed with the year of first publication or publication distribution of the material)); and complying with Canstruction’s Corporate Branding Style Guide. Do not use trademark symbols on Marks used outside the United States. Use the following international credit notice for all Marks “Canstruction is a trademark of Canstruction Inc.” The Local Organization agrees to use the “Canstruction” Mark throughout the organization, promotion, and hosting of the Local Event.
10. Termination; Discontinuance. (a) This Agreement, and the right and license under this Agreement, shall terminate immediately upon the occurrence of any one of the following conditions and/or events: 1) The Local Organization breaches any of the terms, conditions and obligations provided herein; or 2) At the end of the Term defined above. (b) Upon termination, the Local Organization shall immediately cease promoting the Local Event and all use of Canstruction's Marks and Intellectual Property.
11. Local Organization Warranties. The Local Organization hereby warrants and represents that it has the full right to enter into this Agreement, that the Local Organization’s entry into this Agreement has been authorized by all required corporate action, and that the person signing on the Local Organization’s behalf has the authority to bind the Local Organization.
12. Entire Agreement; Amendment. This Agreement supersedes all prior discussions, understandings, and agreements between the parties with respect to the matters contained herein and contains the sole and entire Agreement between the parties hereto with respect to the transactions contemplated herein. Any future changes or modifications to any term or terms of this Agreement are not effective unless and until put in writing and signed by both parties.
13. Divisibility. In the event any portion of this Agreement is declared invalid or unenforceable for any reason, such portion is deemed severable here from and the remainder of this Agreement shall be deemed to be, and shall remain, fully valid and enforceable, unless such invalidity or unenforceability tends to deprive any party of the benefits to be provided it by this Agreement, in which case the deprived party shall have the option of keeping this Agreement in effect or terminating.
14. Applicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Georgia, U.S.A., without regard to the principles of conflicts of law of that state.
15. Enforcement; Waiver. Canstruction’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of Canstruction right to subsequently enforce such provision or any other provisions hereunder or there under.
16. Limitation of Liability. EXCEPT TO THE EXTENT PROHIBITTED BY LAW, IN NO EVENT WILL CANSTRUCTION, ITS LICENSORS OR SUPPLIERS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, SPONSORS, AGENTS OR REPRESENTATIVES BE LIABLE TO THE LOCAL ORGANIZATION, OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL IN ANY WAY RELATING TO THIS AGREEMENT, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF CANSTRUCTION HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE. EXCEPT TO THE EXTENT PROHIBITTED BY LAW, IN NO EVENT SHALL CANSTRUCTION'S LIABILITY FOR ANY DAMAGES TO THE LOCAL ORGANIZATION OR TO ANY OTHER PERSON OR ENTITY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE, EXCEED FEES RECEIVED BY CANSTRUCTION FROM THE LOCAL ORGANIZATION UNDER THIS AGREEMENT.
17. Notices. Any notices to be given hereunder by either party to the other may be effected either by electronic mail or by national postal-service mail, registered or certified, postage prepaid with return receipt requested, or by confirmed overnight courier service. Mailed notices shall be addressed to Canstruction at the address specified above and to Local Organization at the address specified in the online registration process, but each party may change its address by written notice in accordance with this paragraph.