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Veggiecator Membership and License Agreement

This membership and license agreement is between Veggiecation, LLC (‘Veggiecation”) and you (“Educator”), and shall be become effective on the date Educator enrolls in the Veggiecator Educator Network (“VEN”).

Recitals

1.    Veggiecation is the owner of the trademarks VEGGIECATION and VEGGIECATOR and variations including the following logos (the “Veggiecation Marks”):

2.   Veggiecation uses the Veggiecation Marks on or in connection with educational services, specifically, providing classes designed to introduce children and adults to the delicious and nutritious world of vegetables and healthy eating (the “Services”). 

3.   Veggiecation also owns the trademark VEN and variations, including the following logos (the “VEN Marks”):

4.   Veggiecation uses the VEN Marks to indicate membership in VEN (the Veggiecation Marks,  the VEN Marks are collectively referred to as the “Marks”).

5.   Educator has completed an official Veggiecator Educator Training Workshop (the “Training”)  and desires to become a member of VEN and use the Marks to promote the Services.

Agreement

1.    Grant of License

     1.1. The Marks.  Veggiecation grants to Educator and Educator accepts a non-exclusive, nontransferable license (the “License”), without warranty, to use the Marks in the United States to promote the Services to be offered by Educator and to indicate that Educator is a VEN member. Educator may only use the marks as expressly permitted in this agreement.

     2.   Assignment Prohibited.  Educator’s rights under this agreement shall not be assigned or licensed to any third party by the Educator without the express written approval of Veggiecation and any attempted assignment by the Educator may, in Veggiecation’s sole and absolute discretion, be sufficient cause for termination of this agreement.

3.   Membership/License Fees

     3.2. Termination.  Educator’s failure to timely make any payments due hereunder shall be deemed a material breach of this agreement and Veggiecation, in its sole and absolute discretion may deny or cancel any or all of Educator’s VEN membership benefits and privileges, or and immediately terminate this agreement.

4.   Ownership of Marks.  Veggiecation owns and at all times will continue to own the Marks as well as any other  trademark Veggiecation may subsequently adopt as a trade name or trademark to designate Veggiecation® or its  goods and services.  Educator shall not acquire any ownership rights in or to the Marks by virtue of this agreement or  otherwise and all use by the Educator of the Marks shall be deemed to inure to the benefit of Veggiecation. Educator  will not take any action inconsistent with Veggiecation’s ownership rights in an to the Marks, including, but not limited  to, adopting or using and/or seeking to register with any governmental entity any trade name or trademark which is  the  same as or similar to or imitative of the Marks or which is likely to cause confusion with or be mistaken for the  Marks.

5.   Quality Standards.  The nature and quality of the Services rendered by the Educator shall conform to the quality and standards established and approved by Veggiecation as explained in any official Veggiecation workshop, manual, or as otherwise dictated by Veggiecation.

6.   Quality Maintenance.  Educator agrees to cooperate with Veggiecation in facilitating Veggiecation’s control over the nature and quality of the Services offered by Educator under the Marks, to permit observation of Educator’s Veggiecation healthy eating classes, and, upon request, to supply Veggiecation with evidence confirming compliance with this agreement or any standards established by Veggiecation. Educator shall comply with all applicable laws and regulations and obtain all appropriate government approvals pertaining to the advertising of and provision of the Services.

7.   Permitted Use of Marks.  Educator agrees to use the Marks only in the form and manner as set forth in this agreement,  and as otherwise prescribed from time to time by Veggiecation. Without in any way limiting the generality of the  foregoing, Educator’s use of the Marks shall be subject to the following:

    7.1. Printed Materials and E-mail

•Promotional Materials. Educator may use the Marks on flyers, posters, electronic mail and printed promotional materials the sole purpose of which is to promote Educator’s Veggiecation healthy eating classes.  All use of the Marks on such materials must be in the forms as set forth in this agreement and shall include a registered trademark notice, where appropriate, and shall include a legend in the following form:  VEGGIECATION and the [     ] are trademarks of Veggiecation, LLC, used under license. When using the Marks in electronic mail, Educator shall adhere to all applicable laws governing e-mail advertising and marketing.

• Describing Your Veggiecation Class. Educator shall not use the Marks in combination with any other trademarks, service marks or other terms unless expressly approved in writing by Veggiecation.

•No Newsletters or Publications. Educator may not use any of the Marks, in whole or in part, as the title of a newsletter or other printed or online publication.

    7.2. Domain Names.  Subject to Veggiecation’s need or desire to use a particular domain name, Educator may use “Veggiecation” as part of Educator’s domain name address for a website that promotes Educator’s Veggiecation healthy eating classes under the conditions set forth below and in Section 6.3:

•Competing Products. Educator shall not sell, offer for sale, advertise or promote any goods or services on such website that compete with Veggiecation’s good and services, or which Veggiecation otherwise determines, in its sole and absolute discretion, dilutes, disparages, or is otherwise detrimental to the Marks or Veggiecation.

•Transfer to Veggiecation. In the event Veggiecation determines, in its sole discretion, that it has a need or desire to use a particular domain name that Educator has registered and which includes the Marks, in whole or in part, then at Veggiecation’s request, Educator shall transfer such domain name to Veggiecation, in exchange for which Veggiecation shall reimburse Educator for any reasonable out-of-pocket costs incurred in registering such domain name. Veggiecation shall not be required to reimburse Educator for any costs incurred in designing Educator’s website.

•Identification of VEN Member(s) Website.  Educator(s) shall clearly identify the owner of the domain name by including their name and link to their VEN profile on [www.Veggiecation.com/Jane-Doe].  The link shall be incorporated on the home page and should state: This website  [www.Veggiecation.com/Jane-Doe] is owned and operated by Jane Doe, a licensed member of the Veggiecator Educator Network. Please visit my profile at: [www.Veggiecation.com/Jane-Doe].

    7.3. Website.  Educator may use the Marks on a website (including social networking sites) which Educator uses to promote Educator’s Veggiecation healthy eating classes under the following guidelines:

•Trademark Notice.  All use of the Marks on such website must be in the form as set forth in this agreement and shall include a registered trademark notice, where appropriate, and each website page on which any of the Marks appear shall include a legend in the following form (which should reference all of the Marks being used): VEGGIECATION and the  [ ]
are trademarks of Veggiecation, LLC, used under license.

• Link to Veggiecation.com. The website shall include a prominent hyperlink on the home page to Veggiecation’s official website at [www.Veggiecation.com].

•Trademark Usage.  Educator shall not use the Marks in combination with any other trademarks, service marks or other terms without Veggiecation’s prior written approval.

• Disparagement.  Educator shall not include any unsavory content on its website or content that Veggiecation, in its sole and absolute discretion, determines dilutes, disparages, or is otherwise detrimental to the Marks or Veggiecation (the “Offending Content”). Veggiecation® reserves the right to require that Educator remove Offending Content from its website.  Educator’s failure or refusal to remove any Offending Content from its website shall be deemed a material breach of this agreement and, in addition to any other remedies that may be available to Veggiecation, Veggiecation may cancel any or all of Educator’s VEN membership benefits and privileges and immediately terminate this agreement.

• Ownership.  Educator shall clearly identify the owner of the website, or social networking site. (i.e. It must be clear that the site is owned by Suzy Educator, and not Veggiecation, LLC.)

   7.4. Radio and Television.  Educator shall only be permitted to use the Marks in radio and television advertising with Veggiecation’s prior written permission, which consent may be withheld in Veggiecation’s sole and absolute discretion.

   7.5. Bona Fide News Coverage.  Educator may promote Educator’s Veggiecation healthy eating classes through live news coverage or print news media, such as newspapers and magazines, by any mainstream news organization or print publisher; provided , however, that (i) Educator shall inform such organization or publisher of Veggiecation’s guidelines for proper trademark usage, and (ii) with respect to live news coverage, such coverage shall not include more than ten (10) minutes of Veggiecation’s health eating classes without Veggiecation®’s prior expressed written consent. Educator shall notify Veggiecation of any such promotion and, if possible, provide Veggiecation® with a copy of the article or footage for such news coverage.

   7.6. Sale of Genuine Veggiecation® Products. Educators who purchase genuine Veggiecation products directly from Veggiecation® or an authorized distributor for resale may use the Marks in accordance with this agreement to identify and promote the retail sale of such products.

  7.7. Charitable Fund Raising Service.  Upon obtaining prior written permission from Veggiecation at least thirty (30) days in advance, Educator may use the Marks and conduct a Veggiecation healthy eating class in connection with a fundraising activity for charitable and other worthy causes. All such activities must be conducted in accordance with applicable law and Educator shall be responsible for the handling of and the proper disbursement of all monies and other property collected by the fundraising activity. Veggiecation reserves the right to prohibit Educator from using the Marks in connection with any fundraising activities that Veggiecation® determines, in its sole and absolute discretion, dilutes, disparages, or is otherwise detrimental to the Marks, Veggiecation or is inconsistent with Veggiecation®’s business objectives or interests.

   7.8. Events.  Upon obtaining prior written permission from Veggiecation at least thirty (30) days in advance, Educator may conduct a Veggiecation® healthy eating class at a community event such as a fair or festival.  Veggiecation reserves the right to prohibit Educator from using the Marks in connection with any event that Veggiecation determines, in its sole and absolute discretion, dilutes, disparages, or is otherwise detrimental to the Marks, Veggiecation or is inconsistent with Veggiecation’s business objectives or interests.

8.   Restricted Use of Marks and other Prohibited Activity.  Without limiting the restrictions that may otherwise apply to Educator’s use of the Marks, Educator shall not use the Marks or engage in any of the following activities:

    8.1. Use of Veggiecation Logos and Stylized Writing.  Educator shall not alter the form or appearance including, but not limited to, proportion, color and font, of any of the Marks, regardless of where used.

   8.2. Merchandise.  Educator shall not manufacture, create or distribute any merchandise or other promotional items bearing any of the Marks or any trade name or trademark which is similar to or imitative of the Marks or which is likely to cause confusion with, or be mistaken for the Marks.

   8.3. VEN Materials.  Educator shall not copy, duplicate, sell, distribute or otherwise disseminate any materials Educator obtains by virtue of becoming a VEN member, such as, but not limited to, the VEN Member welcome kit and its contents and training manuals

   8.4. Use of Marks other than to Promote Veggiecation® Classes.  Educator acknowledges that Veggiecation® may use (or license others to use) the Marks (and any other trademarks) in connection with goods and services other than the Services. However, this Agreement does not grant to Educator any right to use, and Educator shall not use any of the Marks for purposes of promoting any workshop, training, instruction or other activity (i.e.  exhibition at a convention or trade show) other than for a Veggiecation® healthy eating class.  The Marks may not be used to identify a business or company.

   8.5. Videos/Recordings.  Except as expressly set forth above, Educator may not film, record, create or stream any recordings including videos or DVD’s of a Veggiecation class.

9.   No Warranty.  Except as expressly provided herein, Veggiecation makes no representation or warranty, express or implied, with respect to the Marks, including without limitation, any representation or warranty with respect to the validity or enforceability of the Marks or Veggiecation’s sole ownership thereof.  The Marks may be owned by any affiliate or subsidiary of Veggiecation, which ownership may change without notice to or consent from Educator, provided such change of ownership does not materially interfere with Educator’s rights to use the Marks in accordance with the terms of this agreement.  Educator shall not be entitled to compensation from Veggiecation for any indirect damages or loss of profits suffered by Educator as the result of the use of the Marks in connection with the Services.

10. Infringement Notification and Proceedings. Educator agrees to promptly notify Veggiecation if Educator becomes aware of any unauthorized use of the Marks by a third party. Veggiecation shall have the sole right and discretion to bring infringement or unfair competition proceedings, or any other type of action, involving the Marks  and to retain the proceeds of any settlement or recovery in any such action. Educator agrees to cooperate with Veggiecation in enforcing and protecting Veggiecation’s rights in and to the Marks

11. Term.  The initial term of this agreement shall be for a period of six (6) months from the date Educator enrolls in VEN (the “Initial Term”), and shall automatically renew for indefinite successive one month periods unless or until Educator breaches this agreement or cancels his/her membership in accordance with this agreement (the “Term”). Notwithstanding the foregoing, Veggiecation may cancel this agreement and Educator’s membership in VEN at any time, with or without cause, by giving Educator written notice of termination. Upon termination without cause, any fees paid but not used shall be returned to Educator.

12. Termination for Cause.  Veggiecation shall have the right to immediately terminate this agreement upon written notice to Educator in the event of a breach of any of the provisions hereof by Educator or upon taking any illegal action or other conduct deemed by Veggiecation to be detrimental to Veggiecation. Veggiecation may in its sole and absolute discretion provide Educator with an opportunity to cure any breach of this agreement prior to termination.

13.  Effect of Termination.  Upon termination of this agreement, Educator shall immediately discontinue use of the Marks (including as part of a domain name) as well as any and all confusingly similar trade names and trademarks. In the event Educator created any authorized or unauthorized printed materials containing the Marks, Educator shall immediately destroy all such printed materials. In the event Educator registered a domain name containing the Marks, then upon Veggiecation’s request, Educator shall transfer such domain name to Veggiecation. All rights in the Marks and the goodwill connected therewith shall remain the property of Veggiecation.

14. Cancellation.  Educator may cancel this agreement and its membership in VEN at any time after the Initial Term. If Educator cancels his/her VEN membership prior to expiration of the Initial Term, Educator shall pay a termination fee equal to US $10.00 for each month remaining in the Initial Term. For example, if the VEN membership is cancelled after two (2) months, Educator shall pay Veggiecation a termination fee equal to US $40.00. In addition to the monthly cancellation fee, the Educator will still be subject to the cancellation fees and conditions set forth below.

      If Educator cancels his/her VEN membership, Educator will be billed for the current month and the membership will remain active until the last day of the current month at which time Educator’s membership and online account will be automatically terminated.

     Cancellation immediately forfeits Educator’s rights granted under this agreement, including the right to use of the Marks, copyrights, logos, domain names, and all other Veggiecation marketing materials. However, if Educator is still within one year of his or her Veggiecation Training, Educator will still have  the basic limited Veggiecation Educator License, as indicated on the back of the Educator’s Veggiecator Certificate.

     From the date of its VEN membership cancellation, Educator will have one year to return to VEN, within which time this License will be reactivated, without having to retake any Educator Training Workshop.

15. Interpretation of Agreement; Enforcement.  This agreement shall be construed in accordance with the laws of the State of New Jersey without regard to its conflict of law principles. The parties agree that any legal action arising from or relating to this agreement may be brought only in a federal or state court of competent jurisdiction in Bergen County, New Jersey, and each party expressly waives any challenge to personal jurisdiction or venue. The prevailing party in any such action shall be entitled to recover its reasonable attorney’s fees and costs. The parties expressly waive the right to a trial by jury in any action relating to this agreement.

16.  Modifications to Terms and Conditions.  Educator acknowledges that the terms and conditions of this agreement may be updated and modified from time to time at Veggiecation®’s sole and absolute discretion. Such changes may be effected by Veggiecation’s posting of a change notice or a new agreement on its website. Such modified terms shall be deemed incorporated herein and made part hereof. Veggiecation shall make commercially reasonable efforts to notify Educator of all such changes prior to implementation; provided, however that the enforceability of such changes shall not be deemed contingent upon actual notification. In the event Educator does not agree to abide by the terms of the agreement, as modified, Educator’s sole remedy and recourse shall be to terminate this agreement.

17. Relationship of Parties.  The legal relationship between Veggiecation and Educator shall be that of licensor and licensee. Nothing in this agreement shall be construed as creating any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties, nor shall Veggiecation be deemed to be acting in a fiduciary capacity with respect to Educator. Educator shall have no authority to make or accept any offers or representations on behalf Veggiecation or to otherwise bind Veggiecation in any manner. Educator shall not make any statements or take an actions in any media whatsoever, including, without limitation, electronic media, print media, wireless media or the world wide web, that reasonably may contradict the relationship set forth herein, or confuse or mislead any person regarding the nature of the relationship between Veggiecation and Educator.

18. Limitation of Liability.  UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL VEGGIECATION OR ANY OF ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS OR SUPPLIERS BE LIABLE TO EDUCATOR OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF VEGGIECATION HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL VEGGIECATION BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE FEES PAID BY EDUCATOR PURSUANT TO THIS AGREEMENT DURING THE SIX-MONTH PERIOD PRECEDING THE DATE ON WHICH A CLAIM ARISES.

19. Indemnification.  Educator shall indemnify, defend and hold harmless Veggiecation and any of its affiliates along with their directors, officers, employees and agents from any and all losses, liabilities, damages and expenses (including reasonable attorney’s fees and costs) that they may suffer as a result of any claims, demands, actions or other proceedings made or instituted by a third party against any of them that arises out of any breach by Educator of any provision of this agreement or from any other act of malfeasance or nonfeasance on the part of Educator.

20. Insurance.  Educator shall maintain in effect insurance for both bodily injury and property damage liability in per occurrence limits of not less than One Million Dollars ($1,000,000).  Such coverage shall be provided with respect to all claims for damages arising out of the provision of the Services regardless of when such claims are made, or when the underlying injuries occurred or manifest themselves.  Policies maintained shall be underwritten by a carrier that is rated at least “A” in Best’s Key Rating Guide, be primary as to any other valid and collectible insurance in force, include endorsement naming Veggiecation as an additional insured insofar as this agreement is concerned and provide that notice shall be given to Veggiecation® at least thirty (30) days prior to cancellation or material reduction in the form of the policies.  Copies of certificates as evidence of said insurance shall be delivered by Educator to Veggiecation within 15 days of any insurance renewals.

21. Disclaimers.  Veggiecation makes no representations or warranties, express or implied, to Educator with respect to VEN, the Services, or any products sold through VEN (including, without limitation, warranties of fitness, merchantability, non-infringement) or any implied warranties arising out of a course of performance, dealing, or trade usage. In addition, Veggiecation makes no representation that the operation of Veggiecation’s website will be uninterrupted or error free. As such, Veggiecation shall not be liable for the consequences of any interruptions or errors, although Veggiecation agrees to make commercially reasonable efforts to correct errors or interruptions promptly.

22. Notices. Any notice, request, demand or other communication required or permitted to be given hereunder may be given to any party at the addresses set forth below or as may hereafter be specified in a notice designated as a change of address under this paragraph. Any notice or request hereunder shall be given by registered or certified mail, return receipt requested, hand delivery, overnight mail, e-mail, or facsimile (confirmed by mail). Notices and requests shall be: (i) in the case of those by hand delivery, deemed to have been given when delivered to the party to whom it is addressed, (ii) in the case of those by certified mail, deemed to have been given three (3) business days after the date when deposited in the mail, (iii) in the case of those by overnight mail, deemed to have been given one (1) business day after the date when deposited with the overnight mail carrier, and (iv) in the case of e-mail or a facsimile, when confirmed.

If to Veggiecation:

[This email address is being protected from spambots. You need JavaScript enabled to view it.]

If to Educator: To the email address set forth in Educator’s VEN Registration Form

23. No Waiver.  Veggiecation’s failure or agreement not to enforce the strict performance of any provision of this  agreement in a given instance shall not constitute a waiver of Veggiecation’s right to subsequently enforce such  provision or any other provision of this agreement

24. Acceptance of Terms.  Educator’s payment of fees pursuant to this agreement constitutes Educator’s acceptance of the  terms hereof.

25. Entire Agreement.  This agreement shall supersede any other previously or simultaneously created documents, discussions or promises with which it may conflict.