mohost agreement

Entire Agreement

This Agreement which outlines the term, number of locations, momondays-Branded Email Address (yourcommunity@momondays.com) and fees, constitute the entire agreement between the parties pertaining to the subject matter of this Agreement and supersede all prior agreements, understandings, negotiations and discussions with respect to the subject matter of this Agreement, whether oral or written. Except as provided in this Agreement, there are no conditions, representations, warranties, undertakings, promises, inducements or agreements whether direct, indirect, collateral, express or implied made by the Licensor to the Licensee. No supplement, modification, amendment, or waiver of this Agreement shall be binding unless executed in writing by both parties.

Applicable Law

The laws of Ontario and Canada shall govern this agreement. The parties irrevocably attorn to the non-exclusive jurisdiction of the Courts of Toronto, Ontario to adjudicate any dispute relating to the validity or enforcement of the Agreement. The parties agree that this agreement should be drafted in English. Les parties sont d’accord que ce contrat soit redige en anglais.

Severability of Provisions

Every part of this Agreement is severable and the invalidity or unenforceability of any part of this Agreement shall not affect the validity or enforceability of any other part of this Agreement.

Non-Waiver

The failure of the Licensor to exercise any right, power or option given under this Agreement, or to insist upon the strict compliance with the terms and conditions of this Agreement by the Licensee shall not constitute a waiver of the terms and conditions of this Agreement with respect to any other or subsequent breach of this Agreement or default under this Agreement, nor a waiver by the Licensor of its right at any time thereafter to require strict compliance with all terms and conditions of this Agreement.

Licensee Investigation

The Licensee acknowledges that the Licensee has conducted an independent investigation of the opportunity presented, and recognizes that the business venture contemplated by this Agreement involves business risks and that the Licensee’s success will be largely dependent upon the business ability of the Licensee. The Licensor expressly disclaims the making of and the Licensee acknowledges that the Licensee has not received any warranty, representation, undertaking, assurance or guarantee, express, implied or collateral, written or oral, as to the potential volume, profits or success of the Licensed Events.

Independent Parties

The Licensee is and will at all times remain an independent contractor and is not and shall not represent himself/herself to be the agent, joint venturer, partner or employee of the Licensor, or to be related to the Licensor other than as the independent Licensee. No representations will be made or acts taken by the Licensee which could establish any apparent relationship of agency, joint venture, partnership or employment with the Licensor, and the Licensor shall not be bound in any manner whatsoever by any agreements, warranties, representations or undertakings made by the Licensee to any other person nor with respect to any other action of the Licensee. The Licensee shall not establish any bank account, make any purchase, apply for any loan or credit, or incur or permit any obligation to be incurred in the name or on the credit of the Licensor. No acts of assistance given by the Licensor to the Licensee shall be construed so as to alter this relationship.

Non-Liability

The Licensor shall not be obligated or liable for any injury or death of any person or damage to any property caused by the Licensee’s action, failure to act, negligence or wilful conduct, nor for any liability of the Licensee.

Licensee Indemnity

The Licensee hereby indemnifies and undertakes to defend the Licensor and its affiliates, and its and their respective shareholders, directors, officers, employees and agents and hold them harmless from all suits, proceedings, assessments, losses, claims, demands or actions of any nature or kind whatsoever, directly or indirectly arising out of, or in any manner whatsoever associated or connected with: the failure of the Licensee to pay when due any levies, taxes or assessments that the Licensee may be required by applicable law to pay; or the Licensee’s operation of the Business conducting licensed events; any injury or death of any person or damage to any property caused by the Licensee’s action, failure to act, negligence or wilful conduct; and against any and all damages, costs, expenses and fees (including without limitation reasonable legal expenses and fees), losses, fines or penalties incurred by or on behalf of any of them in the investigation or defence of any and all Claims.

Survival

All obligations of the Licensor and the Licensee which expressly or by their nature survive termination or expiration or Transfer of this Agreement shall continue in full force and effect subsequent to and notwithstanding such termination or expiration or transfer and until they are satisfied or by their nature expire.

Grant of Trade-mark License

Licensor hereby grants to Licensee, until termination or expiration of this Agreement, a nonexclusive, nontransferable, nonassignable, nonsublicenseable license to use the Trade-marks in in connection with Licensed events, strictly subject to the terms of this Agreement.

The Licensee agrees and acknowledges that the right granted herein to the Licensee to use the Trade-marks applies only to their use in connection with Licensed events, and further agrees: to operate and advertise the Licensed Business only under the Trade-marks and under no other name and use the Trade-marks only with accompanying words or symbols approved in writing by the Licensor; to use or display the Trade-marks on all signs, forms, stationery, invoices, documents and other materials only in the manner and form prescribed by the Licensor in writing and as provided for in this Agreement and to affix in a prominent place at the Licensed events, and prominently wherever the Trade-marks are used, a notice in the form prescribed by the Licensor in writing
specifying substantially similar to the following:

“The trade-marks are owned by MNIP Holdings Inc. and are used under license by the independent licensees.”

Licensor to have full, non-exclusive rights of ownership of all Intellectual Property Rights in all Licensed Events

The Licensee agrees that the Licensor shall have full non-exclusive rights of ownership of any and all intellectual property rights relating to each and every Licensed Event, including without limitation, copyright in all audio recordings, video recordings and photography of any Licensed Event (the “Recordings”). The Licensee hereby sells, transfers and assigns to the Licensor all of present and future right, title and interest in or to the Recordings including all copyright and other intellectual property rights, the same to be held and enjoyed by the Licensor during the remainder of the respective unexpired term thereof. The Licensee covenants and agrees to diligently do, or cause to be done, all acts or things and to execute all documents and instruments requested by the Licensor to evidence, implement and carry into effect of this to its full extent, including without limitation, ensuring that Speaker Agreements are executed by the relevant parties and delivered to the Licensor.

Transfer of License

The Licensee acknowledges that the granting of the rights under this Agreement is based upon the Licensor’s investigation of the Licensee’s qualifications and that such rights are personal to the Licensee. Except as hereinafter provided, the Licensee shall not sell, divide, encumber, assign, hypothecate, mortgage, sub-license, transfer through bequest, inheritance, transfer in trust, by divorce or operation of law or any other means or, if the Licensee is a corporation, by any change of control resulting from any transfer of registered or beneficial ownership of any of its capital stock, or otherwise dispose of the rights granted under this Agreement, or any part thereof, or any rights or privileges incidental thereto, or the Licensed events or any interest therein, or the Licensee’s rights or interest in this Agreement (hereinafter collectively referred to as a “Transfer”) to any individual, firm, partnership, bank, lending institution, corporation or other third party without the prior written consent of the Licensor. Any actual, attempted or purported Transfer occurring without the Licensor’s prior written consent shall be a default of this Agreement and such actual, attempted or purported Transfer shall be null and void. In no event will the Licensor be willing to provide its consent to any Transfer, unless: the proposed transferee is acceptable to the Licensor based upon standards for new licensees used by the Licensor at such time; there shall be no existing default in the performance or observance of any of the Licensee’s obligations under this Agreement, any registered user agreement with respect to the Trade-marks, or any other agreement with the Licensor or any supplier of the Licensee; the Licensee shall have settled and paid all outstanding accounts with the Licensor and its affiliates, all approved lenders, and all other trade creditors related to the operation of licensed events; the Licensee shall have delivered to the Licensors a complete release of the Licensors, its shareholders, directors and officers from all obligations of any such persons under this Agreement in a form satisfactory to the Licensors; a new moHost application/agreement is completed and approved, and the application fee is paid either by the Licensee or by the transferee.

Grant and Term of this Agreement

By signing this Agreement and paying the application/license fee, you are granted the right, privilege and license to conduct momondays branded events as per the terms of the agreement.

These terms may change from time to time. Licensee will be notified of any changes to these terms via the momondays website, licensee newsletter, the Facebook Group for moHosts and/or Operations Manual, as deemed appropriate by Licensor.

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