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.

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License Agreement

 

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 Citywide Event, as identified in the online registration process (“Local Organization”).

 

Canstruction is an internationally recognized organization which promotes design/build competitions whereby teams build structures out of full cans of food ("Citywide Event"), with the cans of food being donated to one or more hunger relief organizations after the Citywide Event. Canstruction is the owner of the marks CANSTRUCTION, ONE CAN MAKE A DIFFERENCE, CAN ART, CANDO, CANTRIBUTE, CANSCUPLTURE, ONE CAN, 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, and other materials provided by or on behalf of Canstruction and used in connection with Citywide Events (“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 Citywide Event only in the city identified in the online registration process and employing the Intellectual Property in the organization, promotion, and staging of the Citywide 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 Citywide 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 Citywide Event only in the city registered during the registration process 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 Citywide Event.  The Local Organization shall have no right to use Canstruction's name or Intellectual Property for any purpose other than as described herein. 

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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 on December 31st of the year the Citywide Event is to be held (“Event Year”), unless earlier terminated in accordance with the terms and provisions of this Agreement.  The Event Year shall be select by the Local Organization during the on-line registration process. The Citywide Event may be held on any dates and times during the Event Year. If the Citywide Event is not held during the registered Event Year, the Local Organization agrees to re-register the Citywide Event for the following Event Year 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. Materials; Site Hyperlink.  Canstruction will supply certain Materials to the Local Organization for use in connection with the organization, promotion, and staging of the Citywide Event to be used in connection therewith, upon execution of this Agreement and receipt of payment.  The Local Organization shall use the Materials in connection with the organization, promotion, and hosting of the Citywide Event, including the incorporation of Canstruction’s official logo into signage, press releases, placards, advertising, webpages, flyers, television and radio spots, and any other promotional materials (“Promotional Materials”).  Canstruction reserves the right to incorporate its sponsors and/or donors information into Materials provided to the Local Organization which shall be used at the Citywide Event. If the Local Organization develops a website to promote the Citywide Event, the Local Organization agrees to include a hyperlink on its website Home page to the Canstruction Site.

 

5. Rules and Regulations. The Local Organization hereby agrees to comply with Canstruction's rules and regulations governing Citywide Events (including the Official Competition Manual), which is a downloadable document available upon completion of the registration payment process and is hereby incorporated by reference (the “Rules and Regulations”). 

 

6.  Reporting Requirements.  Within thirty (30) days following the conclusion of the Citywide Event, the Local Organization hereby agrees (i) that all food raised as a result of a Citywide Event will be donated to one or more hunger relief organizations (“Beneficiary”), (ii) to provide Canstruction a copy of the donation receipt from the Beneficiary acknowledging Canstruction as organizer of the Citywide Event, and listing the total amount of food (lbs or kgs) and monetary contributions donated by the Local Organization to the Beneficiary, and (iii) to report to certain competition results to Canstruction by completing the on-line Citywide Competition Submittal Form on Canstruction’s website at www.canstruction.org (“Site”).

 

7. Special Events. If any organization, entity, business, enterprise or company which is not participating in the Citywide Event ("Special Event Sponsor") contacts the Local Organization to design and/or build a can food structure(s), assist with a team building event/competition, reuse/rebuild Citywide Event structure(s) including but not limited to using templates, designs and/or food, or any other similar activity (“Special Event”), the Local Organization hereby agrees to direct the Special Event Sponsor to Canstruction to obtain authorization including licensing rights to host a Special Event.  In no event shall a Local Organization nor its Citywide Event participants, volunteers, sponsors or Beneficiary be authorized to assist with a Special Event in any way without prior written consent by Canstruction.  Canstruction retains the sole right to approve all Special Events and the manner in which they are executed including but not limited to the use of its Intellectual Property. 

 

8.  No Insurance Coverage.  The Local Organization acknowledges that Canstruction does not carry insurance coverage for Citywide Events. The Local Organization is solely responsible for obtaining any and all liability or other insurance that may be required by the event venue or any third party.

 

9.  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.  

 

10. 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 or assurances of any kind as to results or success of the Citywide Event. 

 

11. Licensed Intellectual Property. (a) Citywide Event Name. The Local Organization hereby agrees that the official name of the Citywide Event will be “Canstruction.” (b) 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 it shall not, at any time, do or suffer to be done any act or thing inconsistent with Canstruction's ownership interest therein or which will in any way impair or call into question the validity of the rights of Canstruction in the Intellectual Property.  It is understood that Local Organization shall not acquire any interest in and shall not claim any title to the Marks or other Intellectual Property adverse to Canstruction by virtue of the right and license granted herein, or through Local Organization’s use of the same in the organization, promotion, and staging of the Citywide Event.  The Local Organization agrees that in connection with the Citywide 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. (c) Notices.  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 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 © 2019 Canstruction, Inc.  All rights reserved.” (with the year completed with the year of first publication or publication distribution of the material)); complying with Canstruction’s Corporate Branding Style Guide; and otherwise complying with directions provided by Canstruction concerning the use and designation of the Intellectual Property. 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 Citywide Event. Canstruction’s Corporate Branding Style Guide will be available to the Local Organization following registration and payment of all applicable fees.  (d) Copyrights.  1) The parties agree and intend that all Promotional Materials and other artwork and graphic designs created by or for the Citywide Event by the Local Organization which incorporate or are used in combination with the Licensed Intellectual Property, and all copyrights therein (collectively, “Works”), shall be the property of Canstruction, which shall be entitled to use and license others to use such Works.  Such Works shall be deemed to be a “Work Made for Hire” to the extent permitted under copyright law.  The Local Organization hereby further automatically assigns and upon future creation hereby automatically assigns to Canstruction all rights in the copyrights in such Works and agrees to execute any additional documents reasonably requested by Canstruction to effectuate and confirm Canstruction's sole and exclusive ownership of all copyright in and to the Works.  2) The Local Organization will obtain the necessary copyright releases or licenses to grant Canstruction permission to reproduce any images (including but not limited to photos, and videography), materials and structures for whatever purpose Canstruction deems appropriate, including but not limited to marketing campaigns, advertising, press releases, brochures, handouts, television or print media, at no expense to Canstruction.  The Local Organization agrees to hold harmless Canstruction for using such images. 3) The Local Organization further agrees that it shall have no rights to use, reproduce, distribute, display or create derivative work of any of the Works for any future use or for the organization, promotion or staging of a Citywide Event or any event similar to a Citywide Event or Canstruction's events in the future, without prior written approval from Canstruction. (e) Infringement. If the Local Organization becomes aware of any infringement or imitation by any third party of Canstruction's name or the Intellectual Property which are the subject of this Agreement, the Local Organization shall immediately notify Canstruction in writing of any such infringement or imitation.  Canstruction shall, at its own cost and expense, determine whether or not any action shall be taken on account of any such infringement(s) or imitation(s). Any recovery from any action undertaken by Canstruction will belong exclusively to Canstruction. 

 

12.  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; 2) The use of the Licensed Intellectual Property by the Local Organization results in adverse publicity which, in the reasonable judgment of Canstruction, is causing or is likely to cause actual harm to the good will and reputation of Canstruction’s organization, Citywide Events, or Intellectual Property; or 3) At the end of the Term defined above. (b) The terms, conditions and/or obligations of Sections 6, 7, 10, 11(b), 12, 13, 15, and 18 through 22 herein shall survive termination of this Agreement. (c) Upon termination, the Local Organization shall immediately cease promoting the Citywide Event and all use of Canstruction's Marks and Intellectual Property.

 

13.  Indemnification.  The Local Organization shall be solely responsible for and defend, and indemnify Canstruction, its Board of Directors, Officers, sponsors, employees, volunteers, and agents, and save and hold them harmless, from all liability, claims, demands, causes of action, suits, or damages, including reasonable attorneys’ fees and expense in all matters arising out of the Local Organization’s sponsorship of a Citywide Event, including those caused by or arising out of (i) the services offered by the Local Organization in connection with the organization and/or promotion of any Citywide Event, (ii) any use of Canstruction's, Marks and Materials for which Canstruction becomes or may become liable, (iii) the Local Organization’s unauthorized use of third-party intellectual  property rights (including any unauthorized use of copyrighted or trademark characters or other intellectual property), or (iv) Local Organization’s actions or omissions hereunder or its breach of any term(s) of this Agreement. 

 

14. 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. 

 

15.  Assignment/Sublicense.  This Agreement and all rights and duties hereunder are personal to the Local Organization and shall not, without the written consent of Canstruction, be assigned, mortgaged, sublicensed or otherwise encumbered by the Local Organization either voluntarily or by operation of law. 

 

16.  No Joint Venture.  This Agreement shall not create a partnership or a joint venture between the parties hereto nor give any party the right to act on behalf of any other party except as explicitly stated herein.

 

17.  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.  Notwithstanding the foregoing, Canstruction may send Local Organization written notice of an amendment to this Agreement, and any such amendment shall become effective within thirty (30) days after Canstruction sends such notice to Local Organization unless Canstruction receives from Local Organization within fifteen (15) days after Canstruction sends the notice Local Organization’s written notice of non-acceptance.  In the event Local Organization provides such written notice of non-acceptance, Canstruction shall have the right, but shall not be obligated, to terminate this Agreement as of the date the amendment otherwise would have been effective. 

 

18.  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.

 

19.  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. 

 

20.  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. Additionally, the waiver of any covenant, condition or duty hereunder by either party shall not prevent such party from later insisting upon full performance of the same.

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21. 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.

 

22.  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. 

 

V717_02.CW