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BILINGUAL BIRDIES NON-EXCLUSIVE LICENSE AGREEMENT

This License Agreement (“Agreement”) is entered into between Bilingual Birdies, LLC, a New York limited liability company (“Bilingual Birdies”), and the undersigned licensee (“Licensee”, and together with Bilingual Birdies, each a “Party” and collectively the “Parties”), and is effective as of , (the “Effective Date”).

WHEREAS, Bilingual Birdies owns certain intellectual property to be used in connection with educational services in the field of foreign languages;

WHEREAS, Licensee has submitted a completed Application to Bilingual Birdies for purposes of becoming an instructor and licensee of Bilingual Birdies and following review thereof Bilingual Birdies has approved the Application; and

NOW, THEREFORE, in consideration of the foregoing, the mutual promises set forth below, the Parties agree as follows.

DEFINITIONS. As used in the Agreement, the following terms have the respective meanings set forth below.
1. Affiliate: any Person that controls, is controlled by, or under common control with, another Person. For the purposes of this definition, a Person shall be deemed to have “control” (including with correlative meanings, “controlled by,” “controlling” and “under common control with”) if such Person owns, directly or indirectly, fifty percent (50%) or more of (a) the voting stock of a corporation, (b) the partnership
  interests in a partnership, or (c) the membership interests in a limited liability company, or otherwise has the power to direct or cause the direction of the management policies of such Person.
2. Additional BB Materials. the materials and other items and content to be delivered to Licensee on a periodic basis or at such other intervals of time following delivery of the Initial BB Materials for use in the Licensee’s Program or Programs as set forth in the Application.
3. Application: an application in the form furnished to Licensee supplying all of the information and content requested therein for purposes of Licensee becoming an instructor of one or more Programs and a licensee of Bilingual Birdies, which shall be annexed to this Agreement.
4. BB Intellectual Property: collectively, the Copyrights and the Marks.
5. BB Materials: all materials and other items and content provided by Bilingual Birdies to Licensee, whether or not containing or constituting BB Intellectual Property, in any medium including without limitation print, CD, DVD or online, including without limitation (i) Initial BB Materials and (ii) Additional BB Materials.
6. BB Network: an online peer-to-peer network offering private online communication among members of the BB Network Group and other services as may be provided by Bilingual Birdies or one or more designees thereof from time to time, which shall be known as the “Global Bird Nest” or such other name or name as may be determined by Bilingual Birdies.
7. BB Network Group: that group of individuals who are licensees of BB Intellectual Property for use of BB Intellectual Property and other materials provided by Bilingual Birdies to provide educational programs in the field of language education, who will have online access to the BB Network for purposes of communicating with other members of the group through the BB Website or a designated listserv or related service, which upon the Effective Date shall include Licensee as a member thereof.
8. BB Related Parties: (i) Affiliates of Bilingual Birdies, and (ii) the employees, directors, officers, agents, vendors and suppliers of Bilingual Birdies or Affiliates of Bilingual Birdies.
9. BB Website: the website located at www.bilingualbirdies.com, and any successor website thereto.
10. Clients: certain individuals or families that subscribe to any Program, or any portion thereof, of Licensee.
11. Client Materials: materials or other items or content to be purchased by Clients of Licensee upon subscription to Licensee’s Program as set forth in the Application.
12. Copyrights: certain original literary, dramatic, musical, artistic and other works within the meaning of the U.S. Copyright Act of 1976, as amended (17 U.S.C. § 101 et seq.) (“Copyright Act”) and the Berne Convention (as such term is defined in the Copyright Act) associated with and used in association with the Marks.
13. Initial BB Materials: the materials and other items and content to be delivered to Licensee as of or as soon as reasonably practicable following the Effective Date for use in the Licensee’s Program or Programs as set forth in the Application.
14. Law: any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.
15. Licensee Portal: a standardized website portal provided through the BB Website or other online service, tailored to the Licensee’s Program or Programs, which shall serve as a website that Clients may access to learn about the Licensee’s Programs, subscribe to Programs and to make any and all payments for Programs.
16. Marks: certain trademarks or service marks and certain trademarked logos of Bilingual Birdies set forth in Schedule A, annexed hereto and made a part hereof.
17. Payment Schedule: the terms set forth on Schedule B annexed hereto and made a part hereof.
18. Person: any natural person, corporation, general partnership, limited partnership, limited liability company, joint venture, trust (including any beneficiary thereof), union, proprietorship, governmental authority or other entity, association or organization of any nature, however and wherever organized or constituted (whether or not having a separate legal personality).
19. Program: any program of language instruction, education or training provided by Licensee to Clients of Licensee, consisting of one or more courses or classes and making use of or promoted using BB Materials and BB Intellectual Property, as described and set forth in the Application.
20. Terms of Service: refers to any standard terms and conditions governing or conditioning the use of the Licensee Portal, BB Website and/or BB Network, as the same may be amended or modified from time to time in accordance with the terms thereof.
LICENSE.
1. Grant of License. Subject to the terms hereof, Bilingual Birdies hereby grants Licensee a limited, nonexclusive, non transferable, revocable license, without warranty to use the Marks in connection with the conduct, operation, promotion and marketing of Licensee’s Programs and identification as a member of the BB Network pursuant to the Application submitted therefor by Licensee (the “License”). Licensee shall not use the Marks for any other purpose. The License is not valid in any country to which the United States restricts trade or where exercising the rights granted under the License or otherwise granted hereunder would violate any applicable Law.
2. Sublicensing. Licensee shall not have the right to grant nor shall grant (i) any sublicenses under this Agreement or (ii) any right to any third party to use any BB Intellectual Property. Licensee shall not incorporate or file for any business entity using the name “Bilingual Birdies”.
PROGRAMS AND CONDITIONS.
1. Programs in General. Licensees shall provide to Clients only the Program or Programs set forth and described in the Application and shall make use of the BB Materials provided to Licensee in accordance with the terms and conditions of the Application and this Agreement. Programs generally shall involve one or more courses of instruction, education or training oriented to children in one or more of the following languages: English, Spanish, French, Mandarin Chinese or such other languages set forth on the Application or BB Website.
2. Materials. For purposes of promoting and conducting Programs, Bilingual Birdies shall furnish Licensee with the Initial BB Materials as soon as practicable following the Effective Date yet no later than thirty (30) days of the Effective Date. Subsequently, Bilingual Birdies shall furnish to Licensee Additional BB Materials in accordance with the distribution schedule set forth in the Application or as otherwise mutually agreed to by the parties in writing.
3. Licensee Portal. Through the BB Website or other online service, Licensee shall be provided access to a Licensee Portal for use in subscribing clients, processing payments and other purposes consistent with the terms of the Application and the Program or Programs offered by Licensee to Clients in accordance with the terms of the Application and this Agreement. Licensee understands and agrees that any use of the License Portal shall be subject to the terms of this Agreement and the Terms of Service. Bilingual birdies shall furnish or otherwise make available to Licensee or shall cause to be furnished or otherwise made available to Licensee, the Terms of Service. License hereby represents and warrants that
  1. prior to any use of the Licensee Portal (A) Licensee shall have fully read and understood the Terms of Service in its entirety and (B) Licensee shall have agreed to observe and abide by the Terms of Service in its entirety;
  2. at all times during use of the Licensee Portal, BB Website and BB Network Licensee shall observe and abide by all, and shall not breach nor violate any, of the terms or provisions of the Terms of Service, as the same may be amended or modified from time to time.
4. Compliance with Applicable Law. Licensee shall conduct all Programs solely for educational purposes in the field of language instruction, education or training and solely in compliance with the terms of this Agreement. Licensee shall comply with all applicable Law in the conduct and operation of any Program. Without limitation to the foregoing, Licensee must ensure that Licensee complies with all applicable Laws governing the instruction of children in the country, state and locality where Licensee conducts any Program. Any violation of this provision shall be a material breach of the terms of this Agreement and grounds for immediate termination of this Agreement under Section 10.
5. Limitation of Liability; Indemnity. Programs may not be appropriate for every Person. Any information Bilingual Birdies may provide to Licensee through communications or notices to Licensee, BB Materials or on the BB Website are provided solely for informational purposes and shall not and shall not be deemed or construed to be professional advice. Neither Bilingual Birdies nor any BB Related Party shall assume or bear any responsibility for any consequence arising from or relating to, whether directly or indirectly any action or inaction of Licensee based on the information or other material provided by Bilingual Birdies, whether through communications or notices to Licensee, BB Materials, the BB Website or otherwise. While Bilingual Birdies shall strive to provide complete, up-to-date and accurate information on the BB Website and in other materials, neither Bilingual Birdies nor any BB Related Party guarantees, and neither Bilingual Birdies nor any BB Related Party shall be responsible or liable for, any damage or loss related to the accuracy, completeness, or timeliness of such information. Licensee releases from liability, and holds harmless Bilingual Birdies and all BB Related Parties, for any accident, injury, illness, death, loss, damage to person or property, or other consequences suffered by any Person arising or resulting from Licensee’s Programs, the conduct or operation thereof, or any use by Licensee of the BB Materials, BB Website or any information or other materials provided by Bilingual Birdies to Licensee.
6. Payment Terms.
  1. During the term of this Agreement, Licensee shall make all payments to Bilingual Birdies (and/or one or more designees of Bilingual Birdies) as set forth in the Payment Schedule. All payments shall be made within the time frames and/or deadlines applicable to the respective payment or payments as set forth in the Payment Schedule.
  2. Unless otherwise provided in the Payment Schedule, all payments shall be in U.S. Dollars and shall be made by wire transfer in accordance with the instructions furnished to Licensee in writing. If the local currency of Licensee (in which any payment obligations arise) is other than U.S. Dollars, for purposes of conversion into U.S. Dollars, the rate of exchange to be applied shall be the rate of exchange in effect for the date when the relevant payment first becomes due.
7. Client Requirements. Upon subscription to a Program, Clients shall be required to purchase one (1) set of Client Materials in accordance with the terms of the Application.
GENERAL REQUIREMENTS FOR USE OF THE MARKS.
1. Form and Rendering of the Marks. Licensee must (i) use the Marks only in the forms shown in Schedule A, including adhering to the colors, fonts, stylization, proportionality and other elements of the Marks; (ii) follow Bilingual Birdies’ guidelines for use of its Marks, which shall be made available to Licensee through the BB Materials or the BB Website (the “Guidelines”); (iii) use the appropriate trademark symbol (® or TM) with each use of a Mark; (iv) follow all instructions, requests and/or demands made by Bilingual Birdies concerning Licensee’s use of the BB Intellectual Property; and (v) use its best efforts to use the current versions of the Marks provided by Bilingual Birdies to Licensee.
2. Used Under License. Licensee must use the following “used under license” language on all materials, printed or electronic, which bear any Marks.
3. Quality Control. Licensee acknowledges and is familiar with the standards, quality, style and image of the Marks, and Licensee shall, at all times, conduct its business and use the Mark in a manner consistent with these standards, quality, style and image. The nature and quality of Licensee’s marketing and services using the Marks must conform to the standards set by Bilingual Birdies in (i) the Guidelines and (ii) this Agreement. Licensee must cooperate with Bilingual Birdies to permit observation by Bilingual Birdies of Licensee’s Programs and supply Bilingual Birdies with evidence confirming compliance with this Agreement.
4. Promotional Materials. Licensee may use the Marks on flyers, posters, emails and other printed materials whose sole purpose is to promote Licensee’s Programs. Such materials must include the “used under license” language.
USE OF MARKS ON THE INTERNET.
1. Emails. Licensee may use “Bilingual Birdies” (or “bilingualbirdies”) as part of an email address so long as Licensee uses such email address solely for the promotion and conduct of Licensee’s Programs. Licensee shall not use any other Mark (or any mark confusingly similar to any other Mark) in connection with the foregoing. Licensee shall not use any Mark (or any mark confusingly similar to any Mark) in connection with any email address for any other purpose.
2. Websites. Licensee may use the Marks on a website, including blogs and social media sites (except in connection with a domain name) (each an “Licensee Site”) solely if such use accords and complies with this Agreement and the following requirements:
  1. Any use of the Marks on a Licensee Site shall be strictly limited to the promotion and conduct of Licensee’s Programs. Licensee shall not use any Marks on a Licensee Site for, in connection with or otherwise related to the marketing or promotion of any other services or goods, any other promotional activity or any other purpose. Any Licensee Site containing any Marks shall be operated in accordance with and in strict compliance with applicable Law.
  2. Licensee must include the “used under license” language on the home page of the Licensee Site, which must reference all Marks used on the Licensee Site.
  3. Licensee must include a prominent hyperlink on the home page of the Licensee Site to the BB Website.
  4. Licensee may use only original compositions produced and released by Bilingual Birdies as background music or graphics on a Licensee Site. Licensee must not use any other music or graphics on a Licensee Site unless Licensee has obtained an appropriate license and such use is in compliance with all applicable Laws.
  5. Licensee must identify Licensee as the owner of a Licensee Site by indicating Licensee’s legal name on the home page thereof. In addition, Licensee must post the following on the home page of the Licensee Site: “This site is owned and operated by [insert Licensee name], a licensed Bilingual Birdies Network member.”
  6. Licensee must not use any Marks as AdWords, paid search, keywords or otherwise for search engine optimization and/or for creating any “sponsored links”.
  7. Any Licensee Site in which Marks are used must not contain any inappropriate content, which includes anything Bilingual Birdies, in its sole discretion, determines to be offensive or inappropriate for inclusion or use in connection with the Marks, including, without limitation, content that (A) impersonates any Person or falsely states or otherwise misrepresents Licensee’s affiliation with any Person, or creates a false identity for purposes of misleading others; (B) promotes or contains material that is illegal, harmful, threatening, abusive, harassing, false, misleading, deceptive, unsubstantiated, tortious, defamatory, vulgar, obscene, libelous, sexually explicit, violent, invasive of another Person’s privacy, hateful, discriminatory based on race, sex, religion, nationality, disability, age, sexual orientation, directed toward children under 13 years of age pursuant to the Children’s Online Privacy Protection Act (see also, FTC’s Children’s Privacy Site at http:// business.ftc.gov/privacy-and-security/childrens-privacy) or is otherwise objectionable; (C) infringes any third party patent, trademark, trade secret, copyright or other proprietary rights; (D) Licensee does not have the right to disclose under contract or applicable Law; (E) contains software viruses or malware; (F) involves the transmission of “junk mail”, “chain letters” or unsolicited mass e-mails; (G) uses automated scripts or other technology to collect information from or otherwise interact with Clients or other users without their consent; (H) engages in advertising or other solicitation activities such as pyramid schemes, contests, or sweepstakes; (I) provides material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to Section 219 of the Immigration and Nationality Act; (J) includes other people’s personally identifying information or other confidential information, such as credit card numbers, Social Security numbers, license numbers, passwords, phone numbers, addresses, and email addresses; or (K) encourages or facilitates the violation of any applicable Law, including but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, the New York Stock Exchange, the American Stock Exchange or the NASDAQ.
3. Licensee Portal. Licensee understands and agrees that Licensee’s use of a Licensee Portal shall comply with the terms of Section 5(b) above.
4. Social Media. Licensee must include Licensee’s legal name in the title of any social media page(s) incorporating the Marks. Such pages are subject to the restrictions set forth in Section 5(c)(vii) above. In the case of group pages using any of the Marks, all members thereof (i) must be members of the BB Network with valid and existing licenses from Bilingual Birdies pursuant to written license agreements in force and effect, and (ii) must be explicitly and conspicuously identified on the page. This Section 5(d) applies to social media pages created and/or used for events.
MEDIA AND TELEVISION.
1. Licensee may promote Licensee’s own Programs through live or print news coverage, or through mainstream news organizations or print publishers. In the event of any such promotion, Licensee must inform the news organization or publisher of the Guidelines.
2. With respect to live news coverage, in the event Licensee is aware of the coverage in advance, Licensee must promptly notify Bilingual Birdies (which notice may be by email). In the event Licensee is not aware of the coverage in advance, Licensee must promptly notify Bilingual Birdies after the coverage and, when possible, provide a copy of the article or footage.
INTELLECTUAL PROPERTY.
1. Acknowledge of Ownership. Licensee acknowledges that Bilingual Birdies is the sole and rightful owner of the Marks. Any goodwill derived from the use by Licensee of any Mark shall inure to the benefit of Bilingual Birdies. If Licensee acquires any rights in the Mark, by operation of law, or otherwise, such rights shall be deemed and are hereby irrevocably assigned to Bilingual Birdies without further action by any of the parties. Licensee shall not to dispute or challenge or assist any Person in disputing or challenging Bilingual Birdies’ rights in and to the Marks or the validity of the Marks. Licensee shall not grant or attempt to grant a security interest in, or otherwise encumber, any Mark or record any such security interest or encumbrance against any application or registration regarding the Marks in the United States Patent and Trademark Office or elsewhere.
2. Compliance with Agreement. Licensee’s use of the BB Intellectual Property must comply with and must be in accordance with this Agreement, including without limitation this Section 7. Any use of the BB Intellectual Property by Licensee inconsistent with this Agreement and its terms is strictly prohibited and shall constitute a material breach of this Agreement. The terms of this Section 7 shall survive any termination of this Agreement.
3. General Restrictions. The License and Licensee’s use of the BB Intellectual Property is subject to the following restrictions:
  1. Any use of the BB Intellectual Property must not imply or suggest any affiliation with any third party, including any implied or suggested affiliation with any brand, organization or company or with any Person not licensed to use the BB Intellectual Property by Bilingual Birdies pursuant to written agreement between such Person and Bilingual Birdies. Notwithstanding the foregoing, facilities hosting any of Licensee’s Programs may use marketing materials made available by Bilingual Birdies for purposes of promoting said Programs.
  2. Licensee must not use BB Intellectual Property for purposes of promoting any workshop, training, instruction, class, course, any other educational, instructional or vocational program or activity or any other activity of Licensee except Licensee’s own Programs. Licensee may not use any BB Intellectual Property to identify any facility, business or trade name, or any other facility, program or product, except as authorized herein, without Bilingual Birdies’ prior approval. Bilingual Birdies reserves the right to remove any content posted on the Internet and/or used by Licensee that violates Bilingual Birdies’ rights in the BB Intellectual Property.
4. Third Party Rights. Licensee must not include third party intellectual property rights in any materials promoting Licensee’s Programs without Bilingual Birdies’ prior approval. Notwithstanding the foregoing, the use of the name of a facility where Programs are being held is permitted solely if (i) subordinate to the Marks and (ii) the use is permitted by the facility.
5. Preservation of Rights. Bilingual Birdies may freely use, or license others to use, BB Intellectual Property in connection with various goods and services.
6. Prohibited Modification, Duplication and Redistribution.
  1. Licensee shall not (i) alter or modify any Mark other than as explicitly permitted and set forth in the Guidelines; (ii) change the spelling of the Marks; or (iii) use any of the Marks as verbs.
  2. Licensee may not use the Marks, in whole or in part, as titles to print or digital newsletters or publications.
  3. Licensee may not manufacture, create, offer for sale, sell or distribute any merchandise, including apparel, accessories, CDs, DVDs or promotional items, bearing any BB Intellectual Property or any names, designs or logos similar thereto. Notwithstanding the foregoing, Licensee may modify or repurpose BB Materials for Licensee’s personal use or for use in the conduct of Licensee’s Programs, yet any such permitted modification and repurposing expressly excludes the application or combination of any BB Materials or any portion thereof with any materials constituting or containing any intellectual property for which Licensee lacks the license or right to use in conjunction with BB Materials. Licensee is specifically prohibited from offering for sale, selling or distributing by any means whatsoever any modified or repurposed BB Materials.
  4. Licensee may not copy, duplicate, sell, distribute, upload, stream or otherwise disseminate any BB Materials, except that Licensee may copy or duplicate certain print and graphic BB Materials as set forth on Schedule B solely for use in conducting or promoting a Program to Clients and not for any offer for sale, sale, distribution or other dissemination. Any unauthorized duplication, exhibition, distribution or use of BB Materials or BB Intellectual Property without Bilingual Birdies’s prior approval is prohibited.
  5. Licensee may not use the BB Intellectual Property in connection with a mobile application, including in the title, icon and content of any such application.
7. Protection.
  1. Licensee shall promptly notify Bilingual Birdies of any of the following that come to Licensee’s attention: (A) any actual or threatened infringement of or opposition to any of the Marks; (B) any actual or threatened claim that any of the Marks are invalid; or (C) any actual or threatened claim that use of any of the Mark infringes the rights of any third party.
  2. With respect to any of the matters listed in Section 7(g)(i) above, (A) Bilingual Birdies shall decide, in its sole discretion, what action, if any, to take; (B) Bilingual Birdies shall have exclusive control over, and conduct of, all claims and proceedings in connection therewith; (C) [Upon request by Bilingual Birdies, Licensee shall provide Bilingual Birdies with all reasonable assistance in the conduct of any such claims or proceedings]; and (D) Bilingual Birdies shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any proceeding for its own account.
TERM AND RENEWAL.
1. The initial term of this Agreement shall be for [five (5) years], commencing as of the Effective Date and continue until the [fifth (5th)] anniversary of the Effective Date (the “Initial Term”).
2. Bilingual Birdies may, in its sole discretion, determine to renew this Agreement for a subsequent [five (5) year] term (a “Renewal Term”), following and commencing as of end date of the Initial Term or prior Renewal Term, as applicable (in each case, a “Term End Date”) by providing written notice to Licensee no later than sixty (60) days prior to the applicable Term End Date (a “Renewal Notice”). If Bilingual Birdies does not provide a Renewal Notice by said date, this Agreement shall automatically terminate as of the applicable Term End Date. If Bilingual Birdies elects not to renew this Agreement, it shall send written notice to Licensee to such effect no later than sixty (60) days prior to the applicable Term End Date (a “Non-Renewal Notice”), yet the failure to provide a Non-Renewal Notice shall not preclude the automatic termination of this Agreement in accordance with the foregoing terms.
3. Licensee may decline at any time to renew the Agreement by providing written notice to that effect to Bilingual Birdies prior to the Term End Date, but in no event earlier than sixty (60) days prior to the Term End Date, and in such event this Agreement shall terminate as of the Term End Date.
TERMINATION
1. Conditions for Termination.
  1. By Notice. Either Party may terminate this Agreement, with or with cause, upon sixty (60) days written notice to the other Party.
  2. For Cause. Bilingual Birdies has the right to immediately terminate this Agreement, with written notice to Instruction in the event of such termination, in the event Licensee breaches this Agreement or as a result of any action or conduct by Licensee that BB deems detrimental to the BB Intellectual Property or the goodwill associated therewith. Bilingual Birdies may, in its discretion, provide Licensee with an opportunity to cure any breach prior to termination. Upon termination for cause, any Fee paid but not used will not be returned to Licensee.
  3. Non-Renewal. This Agreement shall automatically terminate upon the end of an applicable Term End Date pursuant to Section 8(b) and Section 8(c) unless renewed in accordance with the terms thereof.
2. Effect of Termination. Upon any termination of this Agreement, Licensee shall immediately (i) discontinue use of the BB Intellectual Property, including in any websites or email addresses used by Licensee containing any BB Intellectual Property or reference thereto; (ii) return to Bilingual Birdies or fully destroy any BB Materials containing any BB Intellectual Property within thirty (30) days of the date of termination, and (iii) transfer all domain names incorporating BB Intellectual Property to Bilingual Birdies. Bilingual Birdies shall have the right to immediately rescind access to any BB Materials made available to Licensee online. All rights in the BB Intellectual Property and the goodwill associated therewith remain the exclusive property of Bilingual Birdies. Any use of BB Intellectual Property by Licensee following the date of termination will be unauthorized.
3. Survival. Sections 7, 9(b) and 10 shall survive any termination of this Agreement.
INDEMNIFICATION. Licensee agrees to indemnify, defend and hold harmless Bilingual Birdies and all BB Related Parties from any and all losses, liabilities, damages and expenses (including attorneys’ fees and costs) as a result of any claims, demands, actions or other proceedings made or instituted by a third party which arises out of any (i) criminal and/or negligent acts of Licensee; (ii) breach by Licensee of this Agreement; or (ii) other act or omission of License.
LIMITATION OF LIABILITY.
1. Bilingual Birdies makes no representations or warranties, express or implied, with respect to any BB Materials, any information provided by Bilingual Birdies to Licensee or any other materials furnished to Licensee, or the BB Website, including warranties of fitness or merchantability.
2. Under no circumstances, or legal or equitable theory, whether in tort, contract, strict liability or otherwise, will Bilingual Birdies or any BB Related Party be liable to Licensee or any other person for any indirect, special, incidental or consequential losses or damages of any nature arising out of or in connection with this Agreement, including damages for lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or computer failure or malfunction, even if an authorized representative of Bilingual Birdies has been advised of or should have known of the possibility of such damages.
3. Bilingual Birdies makes no representation that the operation of BB Website will be uninterrupted or error-free. Bilingual Birdies is not liable for the consequences of any interruptions or errors, although Bilingual Birdies will make commercially reasonable efforts to correct errors or interruptions.
4. In no event will Bilingual Birdies be liable for any damages in excess of all amounts paid by Licensee to Bilingual Birdies under Section 3.
NON-DISPARAGEMENT. Licensee may not make any unsavory remarks or comments and/or create any materials or content that Bilingual Birdies determines, in its discretion, dilutes, disparages, or is detrimental to BB Intellectual Property, the Bilingual Birdies brand or the goodwill associated therewith. Licensee agrees to promptly comply with any instructions from Bilingual Birdies, including the removal, deletion or withdrawal of such remarks, content or materials.
NOTICES.
1. All notices or other communications under this Agreement shall be in writing and shall be delivered by hand, delivered by facsimile, mailed by registered mail or certified mail, postage prepaid, or sent by email solely if a copy of any notice send by email is mailed as of the same date by registered mail or certified mail, postage prepaid. Notices shall be addressed to the applicable Party as provided below, or to such other address as may be provided in a notice duly sent to the other Party in accordance with this Section 13.
  1. if to Bilingual Birdies, to
    
    Bilingual Birdies, LLC
    23830 Archwood Street. West Hills, CA 91307
    Attn: Sarah Farzam
    Phone: (646) 443-1313
    Email: info@bilingualbirdies.com
    
    With a copy to:
    
    Drohan Lee LLP
    575 Madison Avenue
    New York, New York 10022 Attn: Vivian R. Drohan Phone: (212) 710-0004 Email: vdrohan@dlknyi.com
  2. if to Licensee, to the Licensee address and contact information set forth in the Application.
2. Any notice so addressed shall be deemed to be given: (i) if delivered by hand or facsimile, on the date of such delivery; (ii) if mailed by overnight courier or if by email in accordance with the terms of Section 13(a) above, on the first business day following the date of such mailing or the date the email was sent and received; and (iii) if mailed by registered or certified mail, on the third business day after the date of such mailing.
MISCELLANEOUS.
1. Entire Agreement. This Agreement, together with all Schedules any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
2. Further Assurances. Each party shall, upon the reasonable request of the other Party, execute such documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.
3. Relationship of the Parties. The Parties’ relationship is that of licensor and licensee. Nothing herein shall be construed as creating any partnership, joint venture, agency, franchise, sales representative or employment relationship between the Parties, nor shall Bilingual Birdies be deemed to be acting in a fiduciary capacity with respect to Licensee. Licensee has no authority to make or accept any offers or representations on behalf of BB or to act for or bind Bilingual Birdies in any manner. Licensee must not make statements or undertake any actions that may contradict the Parties’ relationship as set forth herein or suggest or indicate the relationship of the Parties is other than as strictly set forth herein.
4. Severability. In the event that any part or parts of this Agreement shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not affect the remaining provisions of this Agreement which shall remain in full force and effect.
5. Amendment and Acknowledgment.
  1. Licensee acknowledges that Licensee has read and understands this Agreement in its entirety.
  2. Except as otherwise provided herein, this Agreement may not be amended or modified except by written agreement of the Parties.
6. Waiver. Any failure to enforce a provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or other provisions hereof. Bilingual Birdies reserves all rights not granted herein.
7. Successors. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by Licensee without express permission from BB. And any such purported assignment shall be null and void ab initio. Bilingual Birdies may, upon prior written notice to Licensee, assign this Agreement in its entirety to a BB Related Party. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each Party
8. Governing Law. This Agreement will be construed in accordance with the laws of the State of New York, United States, without regard to the principles of conflicts of law.
9. Jurisdiction and Venue.
  1. Any legal suit, action or proceeding arising out of or related to this Agreement shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and expressly waives any challenge on the basis of personal jurisdiction, venue or forum non conveniens. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.
  2. The prevailing Party in any action is entitled to recover such Party’s attorneys’ fees and costs.
10. Waiver of Jury Trial. EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTIONS, SUITS, DEMAND LETTERS, JUDICIAL, ADMINISTRATIVE OR REGULATORY PROCEEDINGS, OR HEARINGS, NOTICES OF VIOLATION OR INVESTIGATIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER AND (B) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY.
11. Equitable Relief. Licensee acknowledges that a breach by Licensee of this Agreement may cause Licensor irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, Bilingual Birdies will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which Bilingual Birdies may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.
12. Interpretation. The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof or affect the interpretation thereof. References herein to any statute or convention means such statute or convention, as applicable, as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
13. Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile or other electronic transmission), each of which shall be deemed an original and all of which together shall be considered one and the same document.

15. DEFINITIONS

Guidelines: "Guidelines" refers to all guidelines written in this licensing agreement.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.

BILINGUAL BIRDIES:

BILINGUAL BIRDIES, LLC

By: sign
Name: Sarah Farzam
Title: Chief Executive Officer

LICENSEE / INSTRUCTOR (INDIVIDUAL)

Name:

INSTRUCTOR (ENTITY)

Business Name:

*This section pertains to your business name that you registered.

DBA Name:

*This section pertains to the name that Bilingual Birdies has agreed to give you. For example, if you are based in Hollywood, California, then here you would write "Bilingual Birdies Hollywood."

Name:

Title:

*Write your title here

SCHEDULE A

Marks

The standard character mark “Bilingual Birdies”, registration no. 4977024, serial no. 86768971, registration date June 14, 2016, owned by Company.

SCHEDULE B

Payment Schedule

Licensee shall pay no amount as an upfront fee for a one-year commitment.

In addition, Licensee shall pay the following amounts:

NO FEE [$0] one-time certification/licensing fee shall be paid to Licensor.
Seventy five Dollar [$75] monthly licensing fee shall be paid from the through the date of termination of this Agreement.
Licensee shall require each parent who signs up for the program whether through caregiver-and-child classes or children who benefit from the program through school partnerships the to purchase a $15 per month parent materials per enrolled family, or $60 for a four month semester. This fee is subject to increase. Licensor shall auto- charge monthly for the payment.
A 2% fee per transaction (charged by Sawyer the online booking platform) will be deducted from each sale.In the event a payment due under this Agreement are not received by Bilingual Birdies (or designee thereof) by the due date, Licensee shall pay to Bilingual Birdies interest of 10% on the overdue payment from the date such payment was due to the date of actual payment at the rate set or if lower, the maximum amount permitted under applicable Law.

In the event a payment due under this Agreement are not received by Bilingual Birdies (or designee thereof) by the due date, Licensee shall pay to Bilingual Birdies interest of 10% on the overdue payment from the date such payment was due to the date of actual payment at the rate set or if lower, the maximum amount permitted under applicable Law.

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October 16, 2019 12:14 pm PST

BILINGUAL BIRDIES NON-EXCLUSIVE LICENSE AGREEMENT Uploaded by Cristina Manrique - csilva@catalyst.com.mx IP 189.202.28.248

November 14, 2019 12:22 pm PST