2. Use of Mark
Licensee shall not use the Mark in connection with any work except for the Works. Licensee shall use the Mark as the Mark is set forth in Exhibit A and shall not modify, revise, or distort the Mark in any way other than increasing or decreasing the size of the Mark. Licensee shall use the Mark in accordance with specifications and guidelines set forth at the website listed below as amended by Licensor from time to time (the “Use Guidelines”). In the event Licensor modifies the Use Guidelines, Licensee shall have sixty (60) days from the date of notice of such modification to conform to the modified Use Guidelines.
3. Certification Requirements.
Licensee may only use the Mark in connection with Works that are Written by Real Humans and
hereby represents and warrants that the Works are currently and shall during the Term be Written by Real Humans. For purposes of this
Agreement, “Written by Real Humans” means that at least ninety percent (90%) of the contents of the Work is written by a human
without the assistance of GAI, provided, however, that Licensee may use artificial intelligence to provide nominal support the
writing process (including spell check, research, and editing support) but not for the contents itself. Licensee hereby certifies
that the Works are and will be during the Term, Written by Real Humans and, in the event a Work is no longer Written by Real Humans,
Licensee shall immediately cease use of the Mark in connection with the applicable Work and shall contact all distributors and
customers of the Work to notify them of such non-compliance and take such further action as may be requested by Licensor from time to
time, all at the sole cost and expense of Licensee. Notwithstanding anything in this Agreement to the contrary, in the event of
breach of this Section 3 by Licensee, Licensor may, in its sole and absolute discretion, immediately terminate this Agreement as it
relates to a Work that is not Written by Real Humans or any other Work.
4. Fees.
In consideration of the rights granted to Licensee by Licensor under this Agreement for the use of the Mark by
Licensee, Licensee agrees to pay the applicable fee set forth at
http://humanwritescertifications.com/fees/
based on the
number of Works and the usage of the Mark. Licensor may, in its sole discretion, modify the fee schedule from time to time and
Licensee shall pay such amounts in accordance with the then-current fee schedule.
5. Term and Termination.
Unless terminated by a Party sooner pursuant to this Agreement, the term (hereinafter referred to as
"Term") of this Agreement shall be for one (1) year and shall automatically renew for successive one (1) year terms unless
either Party provides written notice to the other party of its intent not to renew no later than thirty (30) days prior to renewal.
Licensor may terminate this Agreement immediately at any time if Licensor elects to no longer offer certification using the Mark to
third parties. Licensor may terminate this Agreement upon thirty (30) days’ notice to Licensee if Licensee breaches this Agreement
and fails to cure such breach within such thirty (30) day period. Licensee may terminate this Agreement at any time by providing
written notice to Licensor and ceasing all use of the Mark, which such termination being effective upon Licensor’s receipt of notice
and satisfactory assurance that the Mark is no longer in use by Licensee, which shall be no later than thirty (30) days of Licensee’s
notice of intent to termination. Upon termination of this Agreement, all further rights by Licensee to use the trademark Mark shall
cease.
6. Ownership of Mark.
Licensee agrees that the ownership of the Mark and the goodwill relating thereto shall always remain
vested in the Licensor, both during the Term and thereafter, and Licensee further agrees never to challenge, contest, or call into
question the validity or ownership of the Mark or its registration in the United States of America or elsewhere, and never to contest
the Licensor's right to use such trademark in the United States of America or elsewhere. Licensee agrees to execute any
acknowledgements or waivers that may be required to establish Licensor as the sole and exclusive owner of the trademark. Licensee
shall notify Licensor in the event Licensee becomes aware of an improper use of the Mark by a third party or a mark that could
infringe the Mark. If Licensee receives notice from any third party claiming the Mark infringes on a third party’s mark, Licensee
shall immediately provide such notice to Licensor.
7. Right to Inspection.
Licensor may, at any time, inspect Licensee’s use of the Mark and/or the Works. Upon request, Licensee
shall provide a copy of the Work to Licensor for inspection. In the event Licensor determines that Licensee’s use of the Mark is in
violation of this Agreement or the Use Guidelines, Licensee shall rectify such issues to the satisfaction of Licensor within ten (10)
days of notice of such issues from Licensor.
8. No Copyright Infringement.
Licensee hereby represents and warrants that it is the sole exclusive owner of the Works and
that none of the Works infringe on any patent, trademark, copyright, trade secret or any other intellectual property rights of any
third party.
9. Indemnification.
Licensee shall indemnify, defend, and hold Licensor, its affiliates, and its members, managers, employees,
agents, successors and assigns harmless from and against any and all claims, actions, causes of action, orders, arbitrations,
proceedings, losses, damages, liabilities, judgments, and expenses (including, without limitation, reasonable attorneys’ fees and
costs) arising from or as a result of or relating to the Works, Licensee’s use of the Marks or any breach of any representation,
warranty, covenant, obligation or agreement made by Licensee in this Agreement.
10. Limitation of Liability.
Licensor shall not be liable to Licensee or any other person for any loss suffered by Licensee in
connection with the subject matter of this Agreement howsoever any such loss may have occurred, unless such loss arises from
intentional misconduct or fraud on the part of Licensor. IN NO EVENT WILL LICENSOR BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE,
INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) INCURRED BY LICENSEE OR ANY OTHER PERSON, WHETHER SUCH DAMAGES ARE
ALLEGED AS A RESULT OF TORTIOUS CONDUCT, BREACH OF CONTRACT OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.THE TOTAL LIABILITY OF LICENSOR FOR ANY REASON SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO VENDOR BY LICENSEE UNDER
THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
11. Notices.
All notices to be provided pursuant to this Agreement must be in writing by electronic mail and will be deemed to
have been delivered and received on the day on which sender has received confirmation of receipt by the recipient or confirmation of
delivery. Notices to be delivered to Licensee shall be delivered to Licensee’s e-mail address in the records of Licensor. Licensee
shall be responsible for updating such e-mail address with Licensor as necessary. Notices to be delivered to Licensor shall be
delivered to
info@humanwritescertifications.com
, or such other e-mail address as Licensor may provide to Licensee from time to
time.
12. Independent Contractors.
The Parties are independent contractors, and in no event shall either party or its employees be
agents, employees, or consultants of the other. This Agreement shall not establish a joint venture, partnership, franchise, or other
like relationship between the parties.
13. Miscellaneous
(a) Entire Agreement and Amendment. This Agreement supersedes all previous negotiations and agreements between the parties
hereto, either oral or written, and constitutes the entire agreement and understanding between the parties with respect to the
subject matter of this Agreement. This Agreement may be amended only by a writing executed by both Parties. The provisions of
Sections 3 through 13 shall survive the termination of this Agreement.
(b) Assignment. Licensee may not assign any of his, her, their, or its rights or privileges hereunder without prior written
consent of Licensor. Licensor may assign such rights as part of a sale of its entire business or to an affiliate of Licensor.
Any attempted assignment in derogation of this Section shall be null and void.
(c) Controlling Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska
(without application of principles of conflicts of law). The Parties agree that any claim or cause of action between the parties
arising out of or in connection with this Agreement shall have exclusive jurisdiction and venue in state court in Douglas
County, Nebraska, or the United States District Court for the District of Nebraska, whichever is proper.
(d) Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed to be
an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by regular
or electronic signature and may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying
with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and shall be deemed to have been
duly and validly delivered and be valid and effective for all purposes.
(e) Waiver. Either Party may waive compliance by the other party with any of the provisions of this Agreement. No waiver of any
provision shall be construed as a waiver of any other provision.
(f) Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid
or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other persons or
circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law, but only as long as
the continued validity, legality and enforceability of such provision or application does not materially alter the terms of this
Agreement or diminish the benefits or burdens of this Agreement.
(g) Successors and Assigns; Third Party Beneficiary. All of the terms and provisions of this Agreement shall be binding upon and
inure to the benefit of the Parties and their respective transferees, successors and permitted assigns. This Agreement is not
intended to confer any rights or remedies upon any other person or entity.