License Agreement - Pilot Program


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.

 

  1.           DEFINITIONS.   As used in the Agreement, the following terms have the respective

              meanings set forth below.

            (a)            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.

            (b)            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.

            (c)            BB Intellectual Property: collectively, the Copyrights and the Marks.

            (d)           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.

           (e)            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.

            (f)            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.

            (g)           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.

            (h)           BB Website: the web site located at www.bilingualbirdies.com, and any

                            successor website thereto.

            (i)           Clients: certain individuals or families that subscribe to any Program, or any

                            portion thereof, of Licensee.

            (j)           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.

            (k)           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.

            (l)           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.

            (m)         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.

            (n)           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.

            (o)           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.

            (p)           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.

 

  1.           LICENSE

            (a)           Grant of License. Subject to the terms hereof, Bilingual Birdies hereby grants

                            Licensee a limited, nonexclusive, nontransferable, 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.

 

  1.           PROGRAMS AND CONDITIONS.

            (a)           Programs in General. Licensees shall provide to Clients only the Program or

                            Programs set forth and described in the Pilot and shall make use of the BB Materials

                            provided to Licensee in accordance with the terms and conditions of the Pilot 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.

            (b)           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 Pilot or as otherwise

                            mutually agreed to by the parties in writing.

            (c)           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

                                      (i)           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;

                                      (ii)          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.

            (d)           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.

            (e)           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.

            (f)           Payment Terms.

                                      (i)           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.

                                      (ii)         Unless otherwise provided in the Payment Schedule, al 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.

            (g)           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 Pilot.

 

  1.           GENERAL REQUIREMENTS FOR USE OF THE MARKS.

            (a)           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 ™) 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.

            (b)           Used Under License. Licensee must use the following “used under license”

                            language on all materials, printed or electronic, which bear any Marks.

 

  1.           USE OF MARKS ON THE INTERNET.

            (a)           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.

            (b)           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:

            (c)           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.

            (d)           Licensee must include a prominent hyperlink on the home page of the Licensee

                            Site to the BB Website.

            (e)           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.

            (f)           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.

            (g)           Licensee Portal. Licensee understands and agrees that Licensee’s use of a

                            Licensee Portal shall comply with the terms of Section 5(b) above.

            (h)           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.

 

  1.         INTELLECTUAL PROPERTY.

            (a)           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.

            (b)           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.

            (c)           Preservation of Rights. Bilingual Birdies may freely use, or license others to

                            use, BB Intellectual Property in connection with various goods and services.

 

  1.         TERM AND RENEWAL.

            (a)           The initial term of this Agreement shall be for one (1) year commencing as of

                            the Effective Date and continue until the first (1st) anniversary of the Effective Date

                            (the “Initial Term”).

            (b)           Bilingual Birdies may, in its sole discretion, determine to renew this Agreement

                            for a subsequent two (2) 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.

            (c)           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.

 

  1.         TERMINATION.

            (a)           Conditions for Termination.

                                      (i)           By Notice. Either Party may terminate this Agreement, with or with

                                                     cause, upon sixty (60) days written notice to the other Party.

                                      (ii)          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 Bilingual Birdies 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.

                                      (iii)         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.

            (b)           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.

 

  1.         NOTICES.

            (a)           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.

                                      (i)           if to Bilingual Birdies, to

 

                                                     Bilingual Birdies, LLC

                                                    23830 Archwood Street.

                                                    West Hills, CA 91307

                                                    Attn: Sarah Farzam

                                                     Phone: (646) 443-1313

                                                     Email: [email protected]

 

                                              With a copy to:

                                                     Drohan Lee LLP

                                                     575 Madison Avenue

                                                     New York, New York 10022

                                                     Attn: Vivian R. Drohan

                                                     Phone: (212) 710-0004

                                                     Email: [email protected]

 

                                      (ii)          if to Licensee, to the Licensee address and contact information set forth

                                                     in the Application.

            (b)           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 9(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.

 

  1.         MISCELLANEOUS.

            (a)           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.

            (b)           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 Bilingual Birdies 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.

            (c)           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.

            (d)           Amendment and Acknowledgment.

                                      (i)           Licensee acknowledges that Licensee has read and understands this

                                                     Agreement in its entirety.

                                      (ii)         Except as otherwise provided herein, this Agreement may not be

                                                     amended or modified except by written agreement of the Parties.

            (e)           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.

            (f)           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.

            (g)           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.

            (h)           Jurisdiction and Venue.

                                      (i)           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.

                                      (ii)         The prevailing Party in any action is entitled to recover such Party’s

                                                     attorneys’ fees and costs.

            (i)            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.

            (j)            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.

            (k)           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.

            (l)            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.

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

 

INSTRUCTOR (INDIVIDUAL)

Name:   

 

INSTRUCTOR (ENTITY)

Business Name:   

DBA Name:   

 

                  Name:  

                  Title:  

 

 

 

 

 

 

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’s upfront fee in the amount of Four Hundred Ninety-Seven ($497.00) for a one-year

commitment has been waived.

In addition, Licensee shall pay the following amounts:

  • Ten Dollar ($10) monthly licensing fee shall be paid from the start of the effective
    date 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 fifteen dollar ($15) per month parent materials per
    enrolled family, or sixty ($60) for a four month semester. This fee is subject to
    increase. Licensor shall auto-charge monthly for the payment.

 

  • Fee for training additional teachers is four hundred and ninety seven dollars ($497)
    which includes online training and one classroom kit of materials, plus an additional
    $10 per month per teacher licensing fee. For training only the fee is one hundred and
    sixty seven dollars ($167) per teacher, plus an additional $10 per month per teacher
    licensing fee. The fee for purchasing an additional classroom kit only is three hundred
    and thirty dollars ($330) per kit.

 

 

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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Signature Certificate
Document name: License Agreement - Pilot Program
lock iconUnique Document ID: 6d6982f04496360a6fe0f76fda06d8544327dc9e
Timestamp Audit
December 11, 2019 9:58 am PDTLicense Agreement - Pilot Program Uploaded by Cristina Manrique - [email protected] IP 69.195.68.209
December 11, 2019 10:01 am PDT Document owner [email protected] has handed over this document to [email protected] 2019-12-11 10:01:00 - 69.195.68.209
December 11, 2019 11:36 am PDTBilingual Birdies - [email protected] added by Zaira Grostieta - [email protected] as a CC'd Recipient Ip: 189.208.63.33
December 11, 2019 11:38 am PDTBilingual Birdies - [email protected] added by Zaira Grostieta - [email protected] as a CC'd Recipient Ip: 69.195.68.209
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December 11, 2019 11:41 am PDT Document owner [email protected] has handed over this document to [email protected] 2019-12-11 11:41:11 - 69.195.68.209
December 11, 2019 11:42 am PDTBilingual Birdies - [email protected] added by Cristina Manrique - [email protected] as a CC'd Recipient Ip: 69.195.68.209
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August 20, 2020 2:04 pm PDTBilingual Birdies - [email protected] added by Cristina Manrique - [email protected] as a CC'd Recipient Ip: 69.195.68.209
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