1. License Fee. In full consideration of the grant of rights and license hereunder, and receipt of Bundle Birth’s Purchase Order, Company shall pay Bundle Birth a license fee as set out in the Purchase Order (“License Fee“). Company shall reimburse Bundle Birth for any such costs promptly upon receipt of Bundle Birth’s invoice.
2. Grant of Rights. Subject to and conditioned on Company’s compliance with the terms and conditions of this Agreement, in consideration of the License Fee and Company’s other agreements set forth herein, Bundle Birth hereby grants to Company during the Term (as listed on the Purchase Order) the non-exclusive, non-transferable, and non-sublicensable license to distribute, display, and publicly perform the Licensed Materials. Company acknowledges and agrees that the rights and license granted to it under this Agreement do not include the right to modify, edit, translate, include in collective works, or create derivative works of the Licensed Materials in whole or in part.
3. Reservation of Rights. Bundle Birth reserves all rights not expressly granted to Company under this Agreement. Company acknowledges and agrees that nothing in this Agreement limits or restricts Bundle Birth’s rights in or use of the Licensed Materials in any way. Neither this Agreement, nor any act, omission, or statement by Bundle Birth or Company, conveys any ownership right to Company in any Licensed Material, or to any element or portion thereof. Bundle Birth owns and retains all right, title, and interest in and to the Licensed Materials, subject to the license granted in Section 2. Company’s permission to use the Licensed Materials is expressly conditioned on Company not impairing Bundle Birth’s copyright in the Licensed Materials in any way.
4. Credit. Company shall not remove or hide any copyright notices in the Licensed Materials and shall take all necessary actions to protect all copyright and other rights in the Licensed Materials. Company acknowledges that compliance with this Section 4 is a material term of this Agreement. Other than such credit, Company has no right to use Bundle Birth’s name or any trademarks, logos, or other intellectual property rights of Bundle Birth, without Bundle Birth’s prior written approval.
5. Bundle Birth Obligations. After payment in full of the License Fee to Bundle Birth, Bundle Birth shall provide access to the Licensed Materials through the Company’s account on the Bundle Birth Website or by mail if physical products are purchased.
6. Company Obligations.
(a) Company shall not, and shall not authorize, permit, or enable any other person or entity to, access, use, exploit, distribute, or perform any other act on or relating to any of the Licensed Materials except as expressly permitted by this Agreement.
7. Representations and Warranties; Indemnification; Limitation of Liability.
(a) Each party represents and warrants that it has the full right, power, and authority to enter into and perform its obligations under this Agreement. Bundle Birth represents and warrants that it owns or controls the rights to the Licensed Materials that are licensed to Company herein.
(b) EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 6(A), BUNDLE BIRTH HEREBY DISCLAIMS ANY WARRANTY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, UNDER THIS AGREEMENT INCLUDING SPECIFICALLY ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
(c) Company shall indemnify, defend, and hold harmless Bundle Birth and its affiliates, and its and their officers, directors, employees, agents, successors, and assigns, from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, arising out of or in connection with any third-party claim, suit, action, or proceeding relating to any actual or alleged breach by Company of its representations, warranties, covenants, or other obligations hereunder, or resulting directly or indirectly from Company’s use of the Licensed Materials.
8. Term and Termination
(a) The Term for this Agreement is set forth on the Purchase Order.
(b) Bundle Birth may terminate this Agreement on written notice to Company if Company materially breaches or fails to comply with any terms or conditions of this Agreement and does not cure such breach or failure within five (5) days after receiving written notice thereof. On the expiration or termination of this Agreement, all rights licensed under this Agreement will immediately revert to Bundle Birth and Company shall cause to be inactivated and erased all electronic copies of the Licensed Materials in its control and return or, at Bundle Birth’s written request, destroy, any tangible copies of the Licensed Materials.
(c) The following sections 3, 7, and 8, shall survive termination of this Agreement.