LICENSE AGREEMENT
1.PARTIES
This Certification Mark License Agreement (the "Agreement") is made and entered into as of the date on which Licensee accepts and executes this Agreement (the "Effective Date"), by and between:
LICENSOR: Grassroots Outdoor Alliance, Inc., a Texas corporation with its principal place of business at 133 Church St., Ste. #8, Asheville, NC 28801 (hereinafter referred to as "Licensor") and LICENSEE: (Company Name), a (State) (Entity type) with its principal place of business at (Address) (hereinafter referred to as "Licensee" or "Retailer").
2.RECITALS
WHEREAS, Licensor is the owner of all rights, title, and interest in and to the certification mark "IndieOutdoor" (the "Mark"), which is used to certify that retailers meet certain independence standards established by Licensor;
WHEREAS, Licensee desires to use the Mark in connection with its retail business operations; and
WHEREAS, Licensor is willing to grant Licensee a non-exclusive license to use the Mark in accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
3.DEFINITIONS
"Certification Standards" means the independence standards established by Licensor that Licensee must meet to qualify for use of the Mark, as set forth in Exhibit A attached hereto and incorporated herein by reference, as may be amended from time to time by Licensor upon reasonable notice to Licensee.
"Effective Date" means the date on which Licensee accepts and executes this Agreement.
"Geographic Territory" means the United States of America.
"Mark" means the certification mark "IndieOutdoor" owned by Licensor.
"Term" means the initial term of this Agreement and any renewal terms as set forth in Section 9 below.
“Pre-Approved Use” means a use of the Mark in connection with any of the categories of use set forth in Exhibit C, as may be amended from time to time by Licensor upon written notice to Licensee.
“Non-Standard Use” means any use of the Mark in marketing, advertising, promotional, or other materials that does not constitute a Pre-Approved Use.
4.GRANT OF LICENSE
License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to use the Mark in the Geographic Territory during the Term solely in connection with Licensee's retail business operations.
Reservation of Rights. All rights not expressly granted to Licensee herein are reserved by Licensor. Licensee acknowledges and agrees that Licensor is the sole and exclusive owner of all right, title, and interest in and to the Mark and the goodwill associated therewith.
No Sublicensing. Licensee shall not sublicense, assign, transfer, or otherwise permit any third party to use the Mark without the prior written consent of Licensor, which may be withheld in Licensor's sole discretion.
Licensor’s Identification of Licensee. Licensor may display Licensee's name and/or logo in a professional manner consistent with Licensor's website design and marketing standards. Licensor shall not alter Licensee's logo or trademarks except for size adjustments (but not ratio adjustments) necessary for display purposes.
5.SELF-CERTIFICATION AND COMPLIANCE
Self-Certification. By executing this Agreement, Licensee hereby certifies and attests that it meets all of the Certification Standards set forth in Exhibit A as of the Effective Date. Licensee acknowledges that Licensor is relying on Licensee's certification in granting the license hereunder.
Ongoing Compliance. Licensee shall maintain compliance with the Certification Standards throughout the Term. Licensee shall promptly notify Licensor in writing of any material changes to its business structure, ownership, operations, or any other circumstances that may affect Licensee's compliance with the Certification Standards, including but not limited to:
Any change in ownership or control of Licensee;
Any investment from outside sources;
Any change in Licensee's operational autonomy;
Any change in Licensee's primary business focus; or
Any change in Licensee's customer relationship model.
Verification of Compliance. Licensor reserves the right, at its sole discretion and at any time during the Term, to verify Licensee's compliance with the Certification Standards. Upon Licensor's reasonable request, Licensee shall promptly provide documentation or information sufficient to demonstrate its continued compliance with the Certification Standards. Such documentation may include, but is not limited to, ownership records, operational information, financial statements (with confidential financial information redacted), and other relevant business records.
Inspection Rights. Upon reasonable notice to Licensee, Licensor or its authorized representatives shall have the right to inspect Licensee's premises, records, and operations during normal business hours to verify Licensee's compliance with the Certification Standards and the terms of this Agreement.
6.USE OF THE MARK
Authorized Uses. Licensee may use the Mark solely in connection with its retail business operations in the following manner:
On Licensee's physical storefronts, signage, and in-store displays;
On Licensee's website, social media accounts, and other digital platforms;
In Licensee's marketing, advertising, and promotional materials;
On business cards, letterhead, and other business communications;
In any manner constituting a Pre-Approved Use as set forth in Exhibit C; and
In any other manner expressly approved in writing by Licensor.
Quality Control. Licensee shall maintain the quality of its retail business operations at a level that meets or exceeds industry standards and shall ensure that all uses of the Mark comply with the guidelines set forth in Exhibit B attached hereto and incorporated herein by reference, as may be amended from time to time by Licensor upon reasonable notice to Licensee.
Approval of Materials.
Pre-Approved Uses. Licensee may use the Mark in connection with the categories of use set forth in Exhibit C attached hereto (each, a “Pre-Approved Use”) without submitting samples to Licensor for prior approval, provided that all such uses comply with the Mark Usage Guidelines set forth in Exhibit B and Section 6 of this Agreement. Licensor may update Exhibit C from time to time upon written notice to Licensee to add or remove categories of Pre-Approved Uses.
Non-Standard Uses. Prior to the first use of the Mark in any marketing, advertising, promotional, or other materials that do not constitute a Pre-Approved Use (each, a “Non-Standard Use”), Licensee shall submit samples of such materials to Licensor for approval. Licensor shall have fifteen (15) business days from receipt of such samples to approve or disapprove of the proposed use. If Licensor does not respond within such fifteen (15) business day period, the proposed use shall be deemed approved.
Continuing Approval. Once a particular Non-Standard Use has been approved by Licensor, Licensee need not resubmit substantially similar uses for approval.
Reservation of Rights. Notwithstanding the foregoing, Licensor reserves the right, upon written notice to Licensee, to require prior approval for any specific use of the Mark, including any Pre-Approved Use, if Licensor reasonably determines that such use does not comply with the Mark Usage Guidelines or the terms of this Agreement. Upon receipt of such notice, Licensee shall promptly modify or cease the non-compliant use.
Prohibited Uses. Licensee shall not:
Use the Mark in any manner that is misleading or deceptive;
Use the Mark in any manner that disparages Licensor or its products or services, or that damages the goodwill associated with the Mark;
Use the Mark in any manner that implies that Licensee is affiliated with, endorsed by, or sponsored by Licensor beyond the certification relationship established by this Agreement;
Use the Mark as part of Licensee's corporate name, trade name, or domain name without Licensor's prior written consent;
Alter, modify, or change the Mark in any way, including but not limited to changes in design, color, or proportion;
Combine the Mark with any other trademark, service mark, trade name, logo, or symbol without Licensor's prior written consent; or
Use the Mark in any manner that violates any applicable law, rule, or regulation.
Proper Marking. Licensee shall use the Mark with the appropriate trademark symbol (® or SM, as directed by Licensor) and shall include a notice in a form approved by Licensor indicating that the Mark is a certification mark owned by Licensor and used under license.
No Challenges. Licensee shall not challenge or contest, directly or indirectly, Licensor's ownership of the Mark or the validity of the Mark or any registration thereof. Licensee shall not assist any third party in challenging or contesting Licensor's rights in the Mark.
7. REPRESENTATIONS AND WARRANTIES
Licensor's Representations and Warranties. Licensor represents and warrants that:
It is the owner of all right, title, and interest in and to the Mark;
It has the full right, power, and authority to enter into this Agreement and to grant the license herein; and
To the best of its knowledge, the Mark does not infringe upon the intellectual property rights of any third party.
Licensee's Representations and Warranties. Licensee represents and warrants that:
It has the full right, power, and authority to enter into this Agreement;
It meets all of the Certification Standards as of the Effective Date;
All information provided to Licensor in connection with this Agreement is true, accurate, and complete;
It shall comply with all applicable laws, rules, and regulations in connection with its use of the Mark and its performance under this Agreement; and
Its use of the Mark shall not infringe upon the intellectual property rights of any third party.
The individual accepting and executing this Agreement on Licensee’s behalf is duly authorized to bind Licensee.
8.INDEMNIFICATION AND LIMITATION OF LIABILITY
Licensee's Indemnification. Licensee shall indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, causes of action, judgments, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
Licensee's breach of any representation, warranty, covenant, or obligation under this Agreement;
Licensee's use of the Mark in a manner not authorized by this Agreement;
Licensee's retail business operations; or
Any claim that Licensee does not meet the Certification Standards.
Licensor's Indemnification. Licensor shall indemnify, defend, and hold harmless Licensee and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, causes of action, judgments, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
Licensor's breach of any representation, warranty, covenant, or obligation under this Agreement; or
Any claim that the Mark infringes upon the intellectual property rights of a third party, provided that such claim does not arise from Licensee's unauthorized use of the Mark.
Limitation of Liability. EXCEPT FOR BREACHES OF CONFIDENTIALITY OBLIGATIONS OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF BUSINESS, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR BREACHES OF CONFIDENTIALITY OBLIGATIONS OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED $50,000.
9.TERM AND RENEWAL
Initial Term. The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year, unless earlier terminated in accordance with Section 10 below.
Automatic Renewal. This Agreement shall automatically renew for successive one (1) year terms unless either party provides written notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the then-current term.
Renewal Conditions. Renewal of this Agreement shall be subject to Licensee's continued compliance with the Certification Standards and all other terms and conditions of this Agreement.
10. TERMINATION
Termination for Breach. Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.
Termination for Non-Compliance. Licensor may terminate this Agreement immediately upon written notice to Licensee if:
Licensee fails to maintain compliance with the Certification Standards;
Licensee fails to notify Licensor of any material change that affects Licensee's compliance with the Certification Standards;
Licensee uses the Mark in a manner not authorized by this Agreement; or
Licensee challenges or contests Licensor's ownership of the Mark or the validity of the Mark.
Termination for Convenience. Either party may terminate this Agreement for any reason or no reason upon ninety (90) days' prior written notice to the other party.
Effect of Termination. Upon termination or expiration of this Agreement:
All rights granted to Licensee under this Agreement shall immediately terminate;
Licensee shall immediately cease all use of the Mark;
Licensee shall immediately remove the Mark from all marketing, advertising, and promotional materials, websites, social media accounts, signage, and any other materials or locations where the Mark appears;
Licensee shall, within thirty (30) days after termination or expiration, provide Licensor with a written certification that Licensee has complied with the requirements of this Section 10.4; and
The provisions of Sections 7, 8, 10.4, 11, 12, 13, 14, and 15 shall survive termination or expiration of this Agreement.
11.CONFIDENTIALITY
Confidential Information. Each party acknowledges that it may receive confidential or proprietary information of the other party in connection with this Agreement ("Confidential Information"). Confidential Information shall include, but not be limited to, business plans, financial information, customer information, marketing strategies, and any other information that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
Protection of Confidential Information. Each party shall:
Maintain the confidentiality of the other party's Confidential Information with at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care;
Not disclose the other party's Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law or legal process; and
Use the other party's Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement.
Exceptions. The obligations of confidentiality shall not apply to information that:
Is or becomes publicly available through no fault of the receiving party;
Is rightfully received by the receiving party from a third party without a duty of confidentiality;
Is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or
Is required to be disclosed by law or legal process, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to disclosure and assists the disclosing party in seeking a protective order or other appropriate remedy.
12.NOTICES
Method of Notice. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when:
Personally delivered;
Sent by confirmed email with a copy sent by another method specified in this Section 12.a;
Sent by overnight courier service, charges prepaid; or
Sent by certified mail, return receipt requested, postage prepaid.
Addresses for Notices. All notices shall be sent to the addresses set forth below or to such other address as either party may specify in writing:
If to Licensor:
Grassroots Outdoor Alliance, Inc
1 Page Avenue Unit 280 #1006, Asheville, NC 28801 Attention: Gabe Maier
Email: gabe@grassrootsoutdoors.com
If to Licensee:
(Name)(Address) Attention: Email:
13.DISPUTE RESOLUTION
Negotiation. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof (a "Dispute"), the parties shall first attempt to resolve the Dispute through good faith negotiations. Either party may initiate such negotiations by providing written notice to the other party setting forth the subject of the Dispute. The parties shall meet at a mutually agreeable location or by telephone within ten (10) business days after delivery of such notice and shall negotiate in good faith to resolve the Dispute.
Mediation. If the parties are unable to resolve the Dispute through good faith negotiations within thirty (30) days after delivery of the notice described in Section 13.a, either party may submit the Dispute to mediation by providing written notice to the other party. The mediation shall be conducted by a single mediator in Asheville, North Carolina in accordance with the Commercial Mediation Procedures of the American Arbitration Association then in effect. The parties shall share equally the costs of the mediator and the mediation proceedings.
Arbitration. If the parties are unable to resolve the Dispute through mediation within sixty (60) days after submission to mediation, either party may submit the Dispute to binding arbitration by providing written notice to the other party. The arbitration shall be conducted by a single arbitrator in Asheville, North Carolina in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including specific performance of any obligation created under this Agreement, the issuance of an injunction, or the imposition of sanctions for abuse or frustration of the arbitration process. The arbitrator's award shall be final and binding on the parties, and may be entered and enforced in any court of competent jurisdiction.
Costs and Attorneys' Fees. The prevailing party in any arbitration or legal proceeding related to this Agreement shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing party.
Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or stop a breach of this Agreement, including but not limited to unauthorized use of the Mark or disclosure of Confidential Information.
14.MISCELLANEOUS
Entire Agreement. This Agreement, including Exhibits A, B, and C attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, relating to such subject matter.
Amendment. This Agreement may be amended, modified, or supplemented only by a written instrument executed by both parties.
Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided.
Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
Assignment. Licensee shall not assign, transfer, delegate, or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of Licensor. Any attempted assignment, transfer, delegation, or disposal without such consent shall be null and void. Licensor may assign this Agreement to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization, or otherwise.
Relationship of Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, or agency relationship between the parties. Neither party shall have the authority to bind the other party or to incur any obligation on behalf of the other party.
Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, epidemics, pandemics, or shortages of transportation facilities, fuel, energy, labor, or materials.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without giving effect to any choice of law or conflict of law provisions.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile, PDF, or other electronic signatures shall be deemed original signatures for all purposes.
Headings. The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision of this Agreement.
Further Assurances. Each party shall execute and deliver such additional documents and instruments and perform such additional acts as may be necessary or appropriate to effectuate, carry out, and perform all of the terms, provisions, and conditions of this Agreement.
Formation; Electronic Acceptance. Licensor has authorized the offering of this Agreement to eligible retailers through its IndieOutdoor certification program, and the terms set forth herein constitute Licensor’s binding offer. This Agreement is formed and becomes effective upon Licensee’s acceptance and execution, without any requirement that Licensor separately sign or countersign. Licensee may accept and execute this Agreement by electronic means, including by electronic signature or by clicking or otherwise affirmatively indicating acceptance through an online enrollment process designated by Licensor, and any such electronic acceptance shall have the same force and effect as a handwritten signature. Licensor may record the date, identity of the accepting party, and version of the Agreement accepted, and such records shall constitute prima facie evidence of the terms accepted by Licensee. Licensor’s making available of the Mark and related brand assets to Licensee shall further evidence the effectiveness of this Agreement.
IN WITNESS WHEREOF, Licensee has executed and accepted this Agreement as of the Effective Date.
LICENSOR:
Grassroots Outdoor Alliance, Inc.
Grassroots Outdoor Alliance, Inc., as Licensor, offers and issues this Agreement through its IndieOutdoor certification program and is not required to sign or countersign. This Agreement becomes effective upon Licensee’s acceptance and execution as provided in the Section titled “Formation; Electronic Acceptance” above.
LICENSEE:
(Name)
By: Name: Title: Date:
EXHIBIT A
CERTIFICATION STANDARDS
To qualify for use of the Mark, Licensee must meet and maintain the following Certification Standards:
Independence & Operational Autonomy: Licensee must be 100% independently owned and operated, with no outside investment or control;
Operational Autonomy: Licensee must maintain complete operational autonomy and must not be a subsidiary, franchise, or affiliate of any other business entity;
Primary Business Focus: Licensee's primary business must be outdoor/sporting goods retail; and
Customer Relationships: Licensee must maintain direct customer relationships through either a physical retail store or an online presence with dedicated customer service.
Licensor reserves the right to amend these Certification Standards from time to time upon reasonable notice to Licensee.
EXHIBIT B
MARK USAGE GUIDELINES
Proper Display of the Mark:
The proper display of the Mark will be provided by Licensor to Licensee.
The Mark must be displayed in its entirety without alteration.
The Mark must be displayed with the appropriate trademark symbol (® or SM, as directed by Licensor).
The Mark must be displayed in a manner that is clearly separate and distinct from Licensee's own trademarks, trade names, or logos.
Color and Size Requirements:
The Mark must maintain its original proportions when resized.
Placement Requirements:
The Mark must be placed in a prominent location on all materials where it appears.
The Mark must not be placed in a manner that suggests Licensor's endorsement of Licensee's products or services beyond the certification relationship.
Digital Usage:
The Mark must not be used as part of a domain name, social media handle, or username without Licensor's prior written consent.
Prohibited Uses:
The Mark must not be used in a manner that is misleading, deceptive, or likely to cause confusion.
The Mark must not be used in a manner that disparages Licensor or its products or services.
The Mark must not be altered, modified, or combined with other marks without Licensor's prior written consent.
Licensor reserves the right to amend these Mark Usage Guidelines from time to time upon reasonable notice to Licensee.
All Pre-Approved Uses (as defined in the Agreement and set forth in Exhibit C) are subject to these Mark Usage Guidelines. Licensee’s failure to comply with these Guidelines in connection with a Pre-Approved Use may result in Licensor requiring prior approval for such use pursuant to Section 6.c.4 of the Agreement.
EXHIBIT C
PRE-APPROVED USES
The following categories of use of the Mark are deemed Pre-Approved Uses under Section 6(c)(i) of the Agreement, provided that all such uses comply with the Mark Usage Guidelines set forth in Exhibit B and Section 6 of the Agreement:
In-Store and Storefront Display. Window clings, door decals, point-of-sale signage, shelf talkers, in-store banners, and other physical displays at Licensee’s retail location(s).
Website and E-Commerce. Display of the Mark on Licensee’s website, including homepage placement, “About Us” or similar informational pages, website footer or header badges, and landing pages for marketing campaigns.
Email Marketing. Inclusion of the Mark in Licensee’s email newsletters, promotional email campaigns, transactional emails, and email signature blocks.
Social Media. Use of the Mark on Licensee’s social media accounts (including but not limited to Instagram, Facebook, X/Twitter, TikTok, LinkedIn, and YouTube), including profile images, cover photos, organic posts, and stories.
Business Communications. Business cards, letterhead, invoices, packing slips, shopping bags, gift cards, and other routine business communications and branded collateral.
Press and Public Relations. Press releases, media kits, and community event materials issued by Licensee that reference Licensee’s certified status under the IndieOutdoor program.
Exclusions. The following uses are expressly not Pre-Approved Uses and require prior written approval from Licensor under Section 6(c)(ii):
Co-branded materials with any third party (including vendor or brand partners);
Paid advertising placements in third-party media (print, digital, broadcast, or out-of-home);
Use of the Mark on any merchandise or products offered for sale (e.g., apparel, drinkware, accessories);
Use of the Mark in connection with any event sponsorship or naming rights;
Any use of the Mark in a medium or format not described in the Pre-Approved Uses above; and
Any use that combines the Mark with another trademark, service mark, logo, or trade name.
Licensor reserves the right to amend this Exhibit C from time to time upon reasonable written notice to Licensee.