This Sublicense Agreement (“Agreement”) is made and entered into as of today's date by and between Sedona Chamber of Commerce & Tourism Bureau at 45 Sunset Drive, Sedona, AZ 86336 (“Sedona Chamber”), and the organization mentioned on this webform (“Sub-Licensee”). Sedona Chamber and Sub-Licensee are collectively referred to as the “Parties,” and singularly as “Party”).
1. Sedona Chamber is the licensee of certain intellectual property owned by Leave No Trace Center for Outdoor Ethics (the “Center”), a Colorado 501(c)(3) non-profit organization with its principal place of business at 1000 North Street, Boulder, CO 80304.
2. Under the terms of an agreement between Sedona Chamber and Center (the “Scope of Work Agreement”), Sedona Chamber has the right to grant certain sublicense rights to intellectual property owned by Center, including the intellectual property listed in this Agreement (the “Center IP”).
3. Sedona Chamber wishes to grant to Sub-Licensee, and Sub-Licensee wishes to receive from Sedona Chamber, certain sublicense rights in and to the Center IP, pursuant to the terms and conditions set forth in this Agreement.
B. SUBLICENSE GRANT AND RELATED TERMS
1. Sedona Chamber hereby grants to Sub-Licensee, and Sub-Licensee hereby accepts from Sedona Chamber, a personal, limited, non-exclusive, non-transferable, non-sublicensable license to use the Center IP pursuant to the terms of this Agreement for the period and for the purpose(s) set forth herein. Sub-Licensee hereby warrants and agrees that any sublicense agreement it inters into regarding the Center IP licensed hereunder will include terms that afford Licensor the same substantive level of protection as that afforded to Licensor under the Scope of Work Agreement, and will allow sub-licensees to use the sublicensed Center IP only in the manner expressly allowed under the Scope of Work Agreement and this Sublicense Agreement. Further, sub-licensees shall not be given the right to grant additional sublicenses. Sedona Chamber shall inform the Center in writing each time it enters into a sublicense agreement and Licensor shall have the right, at its written request, to review each such agreement to ensure that it conforms with the requirements of this section.
2. Sub-Licensee acknowledges and agrees that: (i) Center is the exclusive owner of all right, title and interest in and to the Center IP; (ii) Sub-Licensee shall not use any of the Center IP outside the borders of the State of Arizona for any purpose that is not strictly and solely related to the promotion of tourism within the State of Arizona; (iii) Sub-Licensee shall not make any derivatives of the Center IP, or otherwise modify or alter the Center IP without the prior written approval of Sedona Chamber; (iv) Sub-Licensee shall not use any of the Center IP as the basis to create Sub-Licensee’s own proprietary intellectual property or to otherwise compete with Center; (iv) Sub-Licensee shall not remove any trademark, copyright or other notices that indicate that Center is the owner of the Center IP; (v) to the extent the Center IP includes any trademarks or service marks, such marks shall be used in accordance with any guidelines that Center may issue from time to time, Center shall have the right to review the manner in which Sub-Licensee is using such marks, and all such use shall accrue to the benefit of Center; (vi) the Center IP constitutes valuable assets of Center and, therefore, Center shall be deemed a third party beneficiary of this Agreement.
C. ADDITIONAL PROVISIONS:
1. The Center IP is sublicensed to Sub-Licensee on an “as is” basis without any express or implied warranties of any kind, including without limitation any non-infringement warranty.
2. Sedona Chamber shall have the right to terminate all sublicense rights granted hereunder to Sub-Licensee in the Center IP by written notice should Sub-Licensee breach any of the terms of this Agreement, and such termination shall be effective as from the date of such notice.
3. To the extent Center exercises its rights as a third party beneficiary under this Agreement, this Agreement shall be governed by and enforced in accordance with the laws of the State of Arizona, and in the event Center must initiate legal action to enforce this Agreement, the Parties agree that the proper venue for such action shall be the courts of the State of Colorado.