LICENSE AGREEMENT

LICENSE AGREEMENT BETWEEN PIERSON VENTURES LLC (“THE LICENSOR”) AND ZOODEALIO (“THE LICENSEE”) FOR THE USE OF DISRUPTION DAY

THIS AGREEMENT is made on the 7^th day of June 2021, entered into by the Licensor and the Licensee (Licensor and Licensee collectively referred to as the “Parties” or individually as the “Party”) and includes that party’s successors and assigns.

WHEREAS:

1. Licensee wishes to obtain a license to use the Disruption Day (hereinafter, the “Asset”), and
2. Licensor is willing to grant to the Licensee a temporary, non-exclusive, non-transferable license to use the Asset for the Term and specific purpose outlined in this Agreement,

Parties agree to the following terms and conditions and to be bound thereby:

1. 1. COMMENCEMENT AND DURATION

This Agreement shall be valid for the duration of July 2021, ending 7/31/21.

• LICENSE GRANT

Licensor grants the Licensee a temporary, non-exclusive, non-transferable license for the Term to use the Asset for the specific purpose specified in this Agreement, subject to the terms and conditions set out in this Agreement. This license includes the following items (intellectual property) provided by the Licensor:

• Use of the name “Disruption Day”;
• Disruption Day brand messaging;
• Social media promotion graphics;
• Promotional landing page with speaker info and event details;
• Brand design;
• Brand collateral including name tags, signage and digital assets; and
• 1 press release.

Client shall be responsible for:

• Finding speakers;
• Securing location; and
• RSVP registration page with Eventbrite.

• CONTRACT SUM

The Licensee shall pay the Licensor $________________for the License.

• DISCLAIMERS AND RELEASES
• To the extent permitted by law, Licensor will in no way be liable to the Licensee or any third party for any loss or damage, however, caused (including through negligence) which may be directly or indirectly suffered in connection with any use of the Asset; and Licensee hereby releases Licensor to the fullest extent from any such liability, loss, damage or claim;
• The Asset is provided by Licensor on an “as is” basis;
• To the extent permitted by law, no express or implied warranty, term, condition or undertaking is given or assumed by Licensor, including any implied warranty of merchantability or fitness for a particular purpose;
• The Licensee acknowledges that the Asset has not been prepared to meet any specific requirements of any party. It is, therefore, the responsibility of the Licensee to ensure that the Asset meets its individual requirements.
• The event must be free for attendees;
• The Licensee may have as many sponsors as they’d like, but the Licensor can secure up to three sponsor positions;
• The Licensee may charge the vendors to sponsor the event and keep the profits but the Licensor’s sponsors they can’t make money on, they are billed to the Licensor; and
• A Party’s failure to fulfil its obligations due to Force Majeure or an accident shall not be considered as a breach of this Agreement, provided that the party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this Agreement;

• INDEMNIFICATION

The Licensee must indemnify, defend and hold harmless Licensor from and against all claims (including third party claims), demands, actions, suits, expenses (including attorney’s fees) and damages (including indirect or consequential loss) resulting in any way from:

a. Licensee’s and Licensee’s employee’s use or reliance on the Asset,

b. any breach of the terms of this License Agreement by the Licensee or any Licensee employee, and

c. any other act of Licensee.

This shall be done by, among others, provision of proper insurance and proper use of the resources offered. This clause shall survive termination of this Agreement.

• INTELLECTUAL PROPERTY

Any designs, ideas, concepts, discoveries, techniques, patents, copyrights, or trademarks (intellectual property) and any application or right to apply for registration of any of these rights and any right to protect or enforce any of these rights belonging to the Licensor during this Agreement’s subsistence are the Licensor’s exclusive property.

• ASSIGNMENT

Licensee shall not assign any rights to this License Agreement without the prior written consent of Licensor.

• DISPUTE RESOLUTION

Mediation shall resolve any dispute under this Agreement. Parties shall act in good faith to resolve the dispute. Nothing in this section shall be construed as limiting the Court’s jurisdiction.

• TERMINATION
• The Licensor may terminate this Agreement at any time for any reason.
• Either party may terminate this Agreement at any time upon breach of the contract by the other party.
• Either party may terminate this Agreement at any time if the other party agrees to the termination in writing.
• Otherwise than for breach, and through consent, the Licensee may terminate this Agreement upon giving the Licensor no less than three (3) months’ notices in writing. If the Licensee wishes to terminate the contract with less than three (3) months’ notice, the Licensor reserves the right to charge costs that have already been paid in advance or incurred by the Licensor on the Licensee’s behalf.
• The termination of this Agreement shall not discharge the liabilities accumulated by either party.
• Any Clauses intended by the Parties or this Agreement to survive the termination of this Agreement shall survive the termination of this Agreement by whatever cause.

1. CONFIDENTIALITY

The parties shall not at any time disclose, directly or indirectly, any information concerning this Agreement, whether such information or matter is stated to be confidential or not, without the express written permission of the other party or the disclosure is required by any law, judicial or legislative body or government agency. This shall survive the termination of this Agreement.

1. NO WAIVER

Failure by either party to enforce any of the terms or conditions of this Agreement shall not be a waiver of their right to enforce these terms and conditions.

1. SEVERABILITY

The provisions of this Agreement are severable.  If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.

1. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one instrument.

1. ENTIRE AGREEMENT

This Agreement constitutes the entire Agreement between the parties. It supersedes all prior oral or written agreements or understandings between the parties concerning the subject matter of this Agreement.

1. NOTICES

The Parties shall be served through the following addresses (including email), and either party may change the below addressees by reasonable notice in writing given to the other party.

THE LICENSOR: Pierson Ventures LLC

Aaron Pierson

13440 N 44th St #1183

Phoenix, AZ 85032

602.754.9596

ap@piersonventures.com

www.piersonventures.com

THE LICENSEE: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

1. CHANGES TO THE AGREEMENT

This Agreement may not be altered, amended, or modified, except by a written document signed by both parties.

1. COSTS

Each party shall bear its costs incurred in the negotiation, preparation, and execution of this Agreement.

1. GOVERNING LAW

This agreement shall be governed in all respects by the __________________________State Laws.

IN WITNESS WHEREOF, each of the Parties has executed this Agreement, as set forth below.

Signed by the duly authorized representative of the LICENSORSignature: Name: Designation: Date:………………………………………

Signed by the LICENSEE Signature: Name: Designation: Date:…………………………………………….……………