OM Guarantee License Agreement

THIS OM GUARANTEE LICENSE AGREEMENT (THIS “AGREEMENT“) IS ENTERED INTO BETWEEN YOU AND THE ENTITY YOU REPRESENT IN EXECUTING THIS AGREEMENT (COLLECTIVELY, “YOU“) AND FEEDOM™. THIS AGREEMENT SETS FORTH THE TERMS AND CONDITIONS APPLICABLE TO YOUR USE OF THE OUTPUT MEASURABLE GUARANTEE CERTIFICATION (THE “OMG SYMBOL“). BY DISPLAYING THE OMG SYMBOL, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON YOUR BEHALF AND ON BEHALF OF THE ENTITY YOU REPRESENT, THAT YOU HAVE READ THIS AGREEMENT AND THAT YOU INTEND TO FULLY PERFORM YOUR OBLIGATIONS HEREUNDER AND BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DISPLAY THE OMG SYMBOL.

feedOM™ makes the OMG Symbol available to You solely in accordance with the terms of this Agreement and subject to Your qualification as a socially-responsible company, which feedOM™ assesses through its online social-responsibility application (“SR Application“) or via a phone consultation. In consideration of the promises and covenants described in this Agreement, and other good and valuable consideration, You and feedOM™ agree as follows:

 

1. License Grant. Subject to the terms and conditions of this Agreement and Your commitment to underwrite the provision of guaranteed meals, feedOM™ grants You a non-exclusive, non-transferable, non-sublicenseable, revocable, limited license to use and display the OMG Symbol referencing the quantity of meals you have committed to underwrite on your website and any other marketing materials You have disclosed or as may be otherwise approved by feedOM™ from time to time.

 

2. Representations. You hereby represent that any and all information You provide to feedOM™ as part of the SR Application is timely, accurate and complete. You agree to promptly update and keep such information current during the term of this Agreement to reflect any modifications or changes in such information. You agree to underwrite the number of guaranteed meals or planted trees identified in your feedOM™ pledge (attached hereto) or as otherwise mutually agreed to by the parties in writing. feedOM™ agrees to provide the number of guaranteed meals, either by feeding individuals or feeding rescued animals, and/or plant the number of trees that You have committed to underwrite.

 

3. Restrictions. Except as specifically provided herein, You may not and will not permit any third party to, directly or indirectly, in whole or in part: (a) copy the OMG Symbol; (b) distribute copies of the OMG Symbol; (c) modify, adapt, translate, make alterations to, or make derivative works based on the OMG Symbol; or (d) use, rent, loan, sub-license, lease, distribute, or attempt to grant other rights to the OMG Symbol.

 

4. Proprietary Rights and Confidentiality. The OMG Symbol is owned by feedOM™ and its licensors and is protected by applicable law. You agree to take all steps reasonably necessary to protect feedOM™ and its licensor’s proprietary rights in the OMG Symbol and to use the OMG Symbol only in accordance with the terms of this Agreement and any other usage guidelines that feedOM™ makes available to You from time to time. ALL RIGHTS IN THE OMG SYMBOL NOT EXPRESSLY GRANTED HEREIN ARE RESERVED TO FEEDOM™. ANY AND ALL GOODWILL APPURTENANT TO YOUR USE OF THE OMG SYMBOL INURES EXCLUSIVELY TO THE BENEFIT OF FEEDOM™.

 

5. Delivery of the OMG Symbol. feedOM™ will provide You with access to use the OMG Symbol in accordance with the provisions of this Agreement. Your access to and use of the OMG Symbol is contingent on the approval of Your SR application and Your compliance with the terms of this Agreement.

 

6. Right to Modify. feedOM™ reserves the right to modify, adapt, suspend, replace or change at any time the characteristics and availability of the OMG Symbol.

 

7. Term and Termination. The Agreement is effective as of the Effective Date and will continue for 12 calendar months. The Agreement will automatically renew for additional 12-month periods unless either You or feedOM™ provides 30 days’ prior written notice of its intent not to renew. feedOM™ may immediately terminate this Agreement or suspend access to the OMG Symbol, and exercise any other rights it may have, if You breach this Agreement or if feedOM™ becomes aware of any objectionable behavior on Your part that feedOM™ deems, in its sole discretion, may adversely impact feedOM™’s reputation or the goodwill inherent in the OMG Symbol. Upon termination for any reason or expiration of this Agreement, all rights licensed under this Agreement will immediately terminate. You must promptly discontinue use of the OMG Symbol, remove all copies of the OMG Symbol from Your URLs and other materials in Your possession or control, and certify in writing to feedOM™ that You have fully complied with these requirements. All sections of this Agreement that may be reasonably interpreted to or are intended to survive this Agreement will survive this Agreement.

 

8. Compensation. No amounts are due hereunder and each party will bear all of its own costs and expenses associated with this Agreement.

 

9. Release. feedOM™ will not be liable for and You release feedOM™ from losses or damages arising from or in any way related to Your use of the OMG Symbol, including without limitation any claims related to any third party use of the OMG Symbol.

 

10. Disclaimer of Warranties. THE LICENSE TO THE OMG SYMBOL IS MADE TO YOU ON AN “AS IS” BASIS. FEEDOM™ DOES NOT GUARANTEE THAT THE OMG SYMBOL WILL MEET YOUR REQUIREMENTS, SPECIFICATIONS, OR EXPECTATIONS. FEEDOM™ MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THEIR SUITABILITY, RELIABILITY, TIMELINESS, OR ACCURACY, FOR ANY PURPOSE. FEEDOM™ DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE OMG SYMBOL, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

 

11. Limitation of Liability. IN NO EVENT WILL FEEDOM™ BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR OTHER SIMILAR DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION, RELATED TO YOUR USE OF OR INABILITY TO USE THE OMG SYMBOL, OR FOR ANY OTHER CAUSE OF ACTION, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF FEEDOM™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FEEDOM™’S AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES TO YOU ARISING UNDER THIS AGREEMENT OR THE USE OF THE OMG SYMBOL THAT FEEDOM™ IS REQUIRED TO PAY FOR ANY PURPOSE WHATSOEVER, INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE LIMITED TO NOT MORE THAN ONE HUNDRED DOLLARS ($100.00).

 

12. Governing Law/Mediation. This Agreement shall be governed by the laws of the State of California, without giving effect to its choice of law principles. You consent to the jurisdiction of the state and federal courts in the State of California for the resolution of any dispute arising out of or related to this Agreement. Notwithstanding the foregoing, in the event that there is a dispute between the parties (other than a dispute involving a party seeking equitable relief), the parties agree to use all reasonable efforts to resolve the dispute through direct discussions and mediation between representatives of each party who have authority to settle the controversy.

 

13. Injunctive Relief. Each party agrees that, because of the unique nature of this Agreement, feedOM™ may suffer irreparable injury in the event You fail to comply with any of the terms of this Agreement, and that monetary damages would be inadequate to compensate feedOM™ for any such breach. Accordingly, feedOM™ will, in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief, without posting a bond, to enforce the terms of this Agreement.

 

14. Publicity and Data Use. feedOM™ may identify You as a licensee of the OMG Symbol and may use Your information in accordance with the feedOM™ Privacy Policy.

 

15. Miscellaneous. Neither party may assign this Agreement, by operation of law or otherwise, without the prior written approval of the other. Notwithstanding the foregoing, feedOM™ may assign this Agreement to a related or unrelated party pursuant to a sale, merger or other reorganization of feedOM™. This Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. No waiver of any breach of any provision of this Agreement will constitute a waiver of any other breach of the same or any other provision. This Agreement may be modified only by a writing signed by both parties. The parties are independent contractors and neither party has the authority to act on behalf of or to bind the other, and this Agreement does not create any other relationship (e.g., employment, partnership, joint venture or agency). All rights and remedies under this Agreement are cumulative. This Agreement, including the SR Application, is the parties’ entire agreement on this subject and merges and supersedes all related understandings, representations, prior discussions, letters of intent, or preliminary agreements and supersedes all prior agreements, writings or understandings, whether oral or in writing.

IN WITNESS WHEREOF, this Agreement was signed by the parties under the hands of their duly authorized representatives and made effective as of this date:

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