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License Agreement with One Celebrations LLC dba Embolden *
THIS LICENSE AGREEMENT (this “Agreement”) is entered into as of the date this form is submitted, by and between One Celebrations LLC dba Embolden, having a business address of 13725 Metcalf Avenue, Suite 316, Overland Park, Kansas 66223 (“Licensor”) and you (“Licensee”) (each party may be referred to herein individually as a “Party” or collectively as the “Parties”). WHEREAS, Licensor has certain copyright and other intellectual property rights to the intellectual property relating to social impact culture articles, photos, and written material set forth in the “Content Capsules, Second Edition” section on this website (referred to herein as the “Content”); and WHEREAS, Licensor desires to grant Licensee a non-exclusive license to use and modify the Content in the Territory (defined below); and NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which each Party acknowledges, the Parties mutually agree as follows: 1. License. Subject to the other terms of this Agreement, Licensor hereby grants Licensee a perpetual, nonexclusive license in the entire world (the “Territory”), to utilize and modify the Content for any purpose (the “License”), for a Royalty Fee of $325. 2. Registrations. The Parties acknowledge that the Content has not been registered with the United States Copyright Office or any another other governmental office. Thus, Licensee acknowledges that it does not have certain presumptive rights granted by federal registration for the Content and agrees to assume all risks associated with not having those rights conferred by federal registration. 3. Termination. This Agreement shall not be terminable by Licensor. 4. Choice of Law. The laws of the State of Kansas shall exclusively govern this Agreement without giving effect to conflict of law principles thereof, and construed as if written jointly by the Parties. All actions brought to either enforce or interpret this Agreement shall be formed in the federal or state courts located in Kansas. 5. Notices. All notices hereunder shall be in writing and shall be sent by email addressed to the Party concerned at the email addresses noted in this form and on this website, or such other email address as either Party shall from time to time designate. 6. Attorneys’ Fees. In the event that litigation or any other proceeding is brought to enforce or interpret the terms of this Agreement, the prevailing party in such action shall be reimbursed for its attorneys’ fees and costs by the unsuccessful party and the unsuccessful party agrees to reimburse the prevailing party such amount. 7. Entire Agreement. Except as expressly stated otherwise herein, this Agreement sets forth the entire agreement and understanding of the Parties as it relates to the subject matter of this Agreement and supersedes all prior discussions. Only a writing duly signed by authorized representatives of both Parties may modify this Agreement. No waiver of any right or remedy by either party shall be deemed a waiver of such right or remedy or any other on any other occasion. 8. Transfer. Licensee may assign, transfer, pledge or donate this Agreement (either voluntarily or involuntarily), whether by assignment, any change in the equity ownership of Licensee, merger, consolidation, law, judicial decree or otherwise, in each case, without the prior written consent of Licensor. IN WITNESS WHEREOF, each Party has caused this Agreement to be executed by the Licensee submitting this form.