Trademark License Agreement
 

Highlights of this Agreement:

At a high level, by checking the box, you are:

(1) Agreeing NOT to use my presentation materials to train others.

(2) Agreeing to pay the monthly licensing fee to use the "Kids-First" name/badge/logos in your branding and be listed on our directory. The licensing fee is $16.99 per month for Kids-First Certified Mediators and $8.99 per month for non-mediators who are on the Kids-First Divorce Network only.

This Kids-First Process License Agreement (this “Agreement”), effective as of the date you accept this agreement (the “Effective Date”), is by and between you, the User of this Website, and Blended Family Solutions, LLC, a Florida limited liability company, with offices located at 5750 Canton Cove, Winter Springs, FL 32708 (“Licensor”), (collectively, the “Parties,” or each, individually, a “Party”).

 

Your agreement to comply with and be bound by this Trademark License Agreement is deemed to occur upon your purchase. If you do not agree to be bound by this Trademark License Agreement, you should not proceed with your order. Your order constitutes a contractual offer and Our acceptance of that offer is deemed to occur upon Our sending a confirmation email to you indicating that your order has been accepted.
 

Now, for the "fine print"...

WHEREAS, Licensor owns certain proprietary information relating to family and divorce mediation services;

WHEREAS, Licensor is the owner of the Licensed Mark (as defined below); and

WHEREAS, Licensee wishes to obtain, and Licensor is willing to grant to Licensee, (a) a license to use Licensor’s Proprietary Information (as defined below), and (b) a license to use the Licensed Mark, each license on the terms and conditions set out in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
 

I. Definitions

Capitalized terms used but not defined elsewhere in this Agreement have the following meanings:
 

Section 1.01 “Licensed Services” means family and divorce mediation services performed using the Licensed Mark and/or any Proprietary Information, namely, such services identified on Schedule 1, attached hereto.
 

Section 1.02 “Proprietary Information” means all of the following owned by Licensor relating to family and divorce mediation services and the provision thereof: (i) all know-how, trade secrets, technology, inventions, discoveries, ideas, processes (including the Kids-First process), methods, designs, plans, instructions, specifications, formulas, testing and other protocols, settings, and procedures, and other confidential or proprietary technical, business, or financial information; and (ii) all documentation, materials, and other tangible embodiments of any of the foregoing, in any form or medium, including papers, notes, drawings, flowcharts, diagrams, descriptions, manuals, and prototypes.

Section 1.03 “Territory” means the United States of America and its territories and possessions.
 

II. Proprietary Information License

Section 2.01 License. Subject to and contingent upon Licensee’s completion of Licensor’s approved training course and all other certification requirements mandated by Licensor in its sole and absolute discretion, Licensor hereby grants to Licensee during the Term a non-exclusive, non-sublicensable, and non-transferable license to use the Proprietary Information in connection with the provision and exploitation of the Licensed Services in the Territory. No license or rights are granted to Licensee by implication, estoppel, or otherwise, other than as expressly granted by Licensor under this Section 2.01(a). This license does not extend to the Licensee’s employees, subcontractors, or employers, or any company or person that subcontracts Licensee (collectively, “Related Third Parties”). As such, use of the Proprietary Information by Related Third Parties without Licensor’s prior written approval constitutes a material breach of the Agreement by Licensee.
 

Section 2.02 Improvements. As between the Parties, Licensor will solely own all right, title, and interest in and to any modification of or improvement or enhancement to any Proprietary Information made by Licensee (each, an “Improvement”). Licensee hereby transfers and assigns to Licensor, without additional consideration, all of its right, title, and interest in and to any Improvement, whether solely or jointly with any employee or independent contractor of Licensor or any third party. Licensee shall fully cooperate with Licensor and take all further actions and execute, acknowledge, and deliver all assignments and other documents as Licensor may reasonably request, to evidence and protect Licensor’s intellectual property and other proprietary rights in and to all Improvements.
 

Section 2.03 Preservation of Licensed Trade Secrets.

(a) Licensee acknowledges that: (A) the Proprietary Information is Licensor’s Confidential Information and subject to the confidentiality and non-disclosure obligations under Article V; and (B) the Proprietary Information derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, any other person or entity.

(b) Licensee shall use reasonable efforts to always preserve the secrecy of the Proprietary Information during the Term.
 

Section 2.04 Enforcement. Licensee shall immediately notify Licensor in writing of any actual or suspected misappropriation or other unauthorized access, disclosure, or use of any Proprietary Information (“Unauthorized Use”) and shall provide Licensor with any known details of such Unauthorized Use. Licensor, in its discretion, reserves the right to bring any action or proceeding with respect to such Unauthorized Use and to control the litigation (including any settlement). Any damages, profits, and other monetary awards resulting from any such action or proceeding will be retained in their entirety by Licensor.
 

Section 2.05 Compliance; No Teaching. License shall comply all applicable laws and regulations with respect to use of the Proprietary Information and/or the provision of the Licensed Services. Licensee shall not use the Proprietary Information to train or teach any third party for any purpose. Any materials consisting of or concerning the Proprietary Information that are provided to Licensee shall only be used by Licensee in its own business and Licensee shall not provide any such materials to any third party unless the third party is also certified in the Kids-First process.
 

Section 2.06 No Ownership. Licensee has no right to, and shall not, claim any ownership or other right, title, or interest in or to, or challenge Licensor’s ownership or other right, title, or interest in or to, any Proprietary Information.

 

III. Trademark License

Section 3.01 License. Subject to and contingent upon Licensee’s completion of Licensor’s approved training course and all other certification requirements mandated by Licensor in its sole and absolute discretion, Licensor hereby grants to Licensee during the Term a non-exclusive, non-transferable, non-sublicensable license to use the trademark KIDS-FIRST covered by U.S. Trademark Application Serial No. 99182829, and all variations thereof (collectively, the “Licensed Mark”), solely in connection with the Licensed Services in the Territory. No license or rights are granted to Licensee by implication, estoppel, or otherwise, other than as expressly granted by Licensor under this Section 3.01. This license does not extend to Related Third Parties. As such, use of the Licensed Mark by Related Third Parties without Licensor’s prior written approval constitutes a material breach of the Agreement by Licensee.
 

Section 3.02 Use of Licensed Mark.

(a) Compliance. Licensee shall ensure that all Licensed Services and all uses by Licensee of the Licensed Mark, including in all advertising, marketing, and promotional materials used in connection with the Licensed Services, comply with:

(i) Licensor’s guidelines concerning the form and manner of presentation of the Licensed Mark, including Licensor’s requirements for use of notice symbols and legends;

(ii) Licensor’s specifications and requirements relating to the Licensed Services, including their promotion and provision, and be of a quality at least equivalent to the standards and reputation for quality symbolized by the Licensed Mark as of the Effective Date; and

(iii) all applicable laws and regulations.

(b) Inspections and Approvals. So Licensor can ensure Licensee’s compliance with this Agreement, Licensee shall (i) permit Licensor (or its authorized representative), on reasonable notice and during normal business hours, to inspect all facilities and records used in the provision of the Licensed Services; and (ii) prior to each initial use of the Licensed Mark or any modification or variation to any such use, submit to Licensor a representative sample of each such use for Licensor’s review and approval. If Licensor identifies any violations during any such inspections, rejects any sample, or otherwise notifies Licensee of any non-compliance with the requirements of this Agreement, Licensee shall not begin (or shall immediately halt) provision of the affected Licensed Services or other materials bearing the Licensed Mark until Licensor confirms in writing that Licensee has remedied any such non-compliance.

(c) Business Name/Domain Name. Licensee shall not use the Licensed Mark in a business name, in the name for a legal entity, or domain name.

(d) Unauthorized Use of Mark. The unauthorized use of the Licensed Mark is strictly prohibited, and will be prosecuted to the fullest extent of the law.
 

Section 3.03 Ownership and Protection of the Licensed Mark.

(a) Acknowledgment. Licensee acknowledges and agrees that, as between the Parties, (i) Licensor owns and will retain all right, title, and interest in and to the Licensed Mark; and (ii) all use by Licensee of the Licensed Mark under this Agreement, and all goodwill accruing therefrom, will inure solely to the benefit of Licensor. Licensee shall not dispute or challenge, or assist any person or entity in disputing or challenging, Licensor’s rights in and to the Licensed Mark or the Licensed Mark’s validity.

(b) Registration and Maintenance. Licensor has the sole right, in its discretion and at its expense, to file, prosecute, and maintain all applications and registrations for the Licensed Mark. Licensee shall provide, at the request of Licensor, all necessary assistance with such filing, maintenance, and prosecution.

(c) Enforcement. Licensee shall promptly notify Licensor in writing of any actual, suspected, or threatened infringement, dilution, or other conflicting use of the Licensed Mark by any third party of which it becomes aware. Licensor has the sole right, in its discretion, to bring any action or proceeding with respect to any such infringement, dilution, or other conflict and to control the conduct of, and retain any monetary recovery resulting from, any such action or proceeding (including any settlement). Licensee shall provide Licensor with all assistance that Licensor may reasonably request, at Licensor’s expense, in connection with any such action or proceeding.

 

IV. License Fee

Section 4.01 License Fee. Upon completion of Licensor’s approved training course and all other requirements mandated by Licensor in its sole and absolute discretion, Licensee shall pay Licensor a license fee of $16.99 (for Kids-First Certified Mediators) or $8.99 per month (for non-mediators on the Kids-First Divorce Network only), due monthly, during the Term. The license fee must be paid via credit card through the Licensor’s chosen payment processor, currently Stripe, via an automatic monthly subscription. Failure to pay the monthly license fee is a material breach of this Agreement subject to termination under Article VIII.
 

Section 4.02 Continued License Fee Upon Termination. Upon termination of this Agreement, Licensee shall be obligated to pay the monthly license fee in accordance with Section 4.01 until Licensee complies with its termination obligations set forth in Section 8.03.
 

Section 4.03 Commencement of Licensing Fees. For Kids-First Certified Mediators, the license fee will be waived for the first 3 months following completion of the Core Training, as it is included in the training fees already paid by the Licensee and the monthly license fee will be due on the 1st of the month following the 3 month anniversary of the Licensee’s Training Completion Date and every month thereafter according to the terms in Section 4.01 and Section 4.02 above. For Kids-First Divorce Network, the license fee will be due immediately at time of purchase and monthly thereafter.
 

V. Confidentiality

Section 5.01 Confidential Information. Licensee acknowledges that in connection with this Agreement it will receive or gain access to certain non-public, confidential, or proprietary information and materials of Licensor in oral, written, electronic, or other form or media, whether or not such information and materials are marked, designated, or otherwise identified as “confidential” (“Confidential Information”). Without limiting the foregoing, Licensor’s Confidential Information includes the Proprietary Information and all information and materials relating to the Licensed

Services Section 5.02 Exclusions. Confidential Information does not include information that: (i) was already known to Licensee without restriction on use or disclosure; (ii) was or becomes generally known by the public other than by breach of this Agreement; or (iii) was received from a third party not under any confidentiality obligation to Licensor.

Section 5.03 Confidentiality Obligations; Exceptions. Licensee shall maintain Licensor’s Confidential Information in strict confidence and not disclose it to any other person or entity. Notwithstanding the foregoing, Licensee may disclose Licensor’s Confidential Information to the limited extent required to comply with a valid order issued by a court or governmental agency of competent jurisdiction; provided that Licensee shall first provide Licensor with: (i) prompt written notice of such requirement so that Licensor may seek, at its sole cost and expense, a protective order or other remedy; and (ii) reasonable assistance, at Licensor’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.

 

VI. Representations; Disclaimer

Section 6.01 Licensee Representations. Licensee represents and warrants that: (i) it has obtained all approvals, licenses, and certifications necessary to exercise its rights and perform its obligations under this Agreement; and (ii) it is not aware of any actual or alleged violations of applicable law by Licensee relating in any way to the promotion or provision of the Licensed Services.
 

Section 6.02 Disclaimer. LICENSOR DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, CONCERNING THE PROPRIETARY INFORMATION, LICENSED MARK, AND THE LICENSED SERVICES, INCLUDING AS TO THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE PROPRIETARY INFORMATION AND/OR LICENSED SERVICES. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSOR MAKES NO REPRESENTATION OR WARRANTY THAT ANY LICENSED MARK IS VALID OR THAT THE EXERCISE BY LICENSEE OF ANY RIGHTS GRANTED UNDER THIS AGREEMENT WILL NOT INFRINGE THE RIGHTS OF ANY PERSON.

 

VII. Indemnification and Limitation of Liability

Section 7.01 Indemnification. Licensee shall indemnify, defend, and hold harmless Licensor and its members, managers, officers, directors, employees, independent contractors, other licensees, and agents against all losses, damages, liabilities, costs (including reasonable attorneys’ fees) resulting from: (i) any unauthorized use or disclosure of the Proprietary Information; or (ii) any third-party claim, suit, action, or other proceeding resulting from or arising out of: (A) Licensee’s breach of any representation, warranty, covenant, or obligation under this Agreement; (B) Licensee’s provision of any Licensed Services; or (C) Licensee’s use of the Licensed Mark.
 

Section 7.02 Limitation of Liability. IN NO EVENT WILL LICENSOR BE LIABLE TO LICENSEE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
 

Section 7.03 Cap on Damages. In no event shall Licensor be liable to Licensee for damages in excess of the total aggregate amount Licensee pays to Licensor during the Term.
 

VIII. Term and Termination

Section 8.01 Term. This Agreement is effective as of the Effective Date and will continue in effect until terminated in accordance with Section 8.02.
 

Section 8.02 Termination.

(a) Licensor may terminate this Agreement in its entirety immediately upon notice to Licensee if Licensee breaches this Agreement and has not cured such breach to the reasonable satisfaction of Licensor within five (5) business days after notice of such breach from Licensor. Notwithstanding the foregoing, this Agreement shall automatically and immediately terminate, without opportunity for cure, on Licensee’s disclosure of the Proprietary Information in violation of this Agreement.

(b) Either Party may terminate this Agreement for convenience on 30-days’ written notice to the other Party.

Section 8.03 Obligations Upon Termination. Upon or termination of this Agreement:

(a) Licensee shall immediately cease providing the Licensed Services.

(b) Licensee shall immediately cease all use of the Licensed Mark and shall confirm in writing to Licensor that all advertising and promotional materials consisting of or using the Licensed Mark have been destroyed and/or removed from the Internet. This includes, without limitation, removal of the Licensed Mark from the Licensee’s website, social media accounts, business directory accounts (e.g., Google Business page, Yelp, Better Business Bureau, etc.), and online ads.

(c) Licensee shall promptly return to Licensor all relevant records and materials in Licensee’s possession or control containing Confidential Information and/or Proprietary Information, and shall certify in writing to Licensor it has returned all such records and materials to Licensor.

Section 8.04 Survival. Licensee’s obligations set forth in this Article VIII, Article V (Confidentiality), Article VII (Indemnification/Limitation of Liability), and Article IX (Miscellaneous), and any right, obligation, or required performance of the Parties under this Agreement that, by its express terms or nature and context is intended to survive expiration or termination of this Agreement, will survive any such expiration or termination.
 

IX. Miscellaneous

• Section 9.01 Assignment. Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Licensor’s prior written consent. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 9.01 is void. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
   

• Section 9.02 Further Assurances. Licensee shall, upon Licensor’s request, promptly execute such documents and take such further actions as may be necessary to give full effect to the terms of this Agreement.
   

• Section 9.03 Independent Contractors. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement creates any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither Party has authority to contract for or bind the other party in any manner whatsoever.
   

• Section 9.04 No Public Statements. Licensee shall not issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use Licensor’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without Licensor’s prior written consent. Further, Licensee shall not refer to itself as the creator or founder of the Kids-First™ mark or process, or use any language indicating or suggesting that Licensee was involved in the development of the Licensed Mark or any Proprietary Information.
   

• Section 9.05 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder must be in writing and sent to the respective Party at the addresses indicated below (or at such other address for a Party as may be specified in a notice given in accordance with this Section):
   

• If to Licensor: tina@floridadivorcemediation.com

• If to Licensee: E-mail used to place order
   

• Notices sent in accordance with this Section will be deemed effective: (a) when received, if delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email (with confirmation of transmission), if sent during normal business hours of the recipient, and on the next day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. 
   

• Section 9.06 Interpretation. This Agreement will 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. 
   

• Section 9.07 Entire Agreement. This Agreement, together with all Schedules and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties 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. 
   

• Section 9.08 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.
   

• Section 9.09 Amendment; Waiver. No amendment to this Agreement will be effective unless it is in writing and signed by both Parties. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the waiving Party. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
   

• Section 9.10 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 
   

• Section 9.11 Governing Law; Submission to Jurisdiction; Attorney’s Fees. This Agreement is governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any other jurisdiction. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Florida in each case located in Orange County, FL, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Licensor shall be entitled to its reasonable attorney’s fees and costs as the prevailing party in any suit, action, or proceeding subject to this Section 9.11.
   

• Section 9.12 Equitable Relief. Licensee acknowledges that a breach of this Agreement may cause Licensor irreparable harm, for which an award of damages would not be adequate compensation and, in the event of such a breach or threatened breach, Licensor will be entitled to equitable relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific performance, and any other relief that may be available from any court, and Licensee hereby waives any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such relief. These remedies are not exclusive but are in addition to all other remedies available under this Agreement at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.
   

• Section 9.13 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. 
   

Signature

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
 

Schedule 1

• Kids-First™ Process

• Kids-First™ Mediation Process

• Kids-First™ Mindset

• Kids-First™ Philosophy

• Kids-First™ Mediation

• Kids-First™ Certified Mediator

• Kids-First™ Divorce Mediation

• Kids-First™ Divorce Mediation Process

• Kids-First™ Paternity Mediation

• Kids-First™ Paternity Mediation Process

• Kids-First™ Family Mediation

• Kids-First™ Family Mediation Process

• Kids-First™ Post-Nuptial Mediation

• Kids-First™ Post-Nuptial Mediation Process
• Kids-First™ Divorce Network
• Kids-First™ Divorce Network Professional