Content License

1. License

By acknowledging this agreement you are agreeing and bound to the terms listed below.  Magpul Industries Corp. (“Magpul”) hereby grants the undersigned Licensee a limited, nonexclusive, nontransferable, royalty-free, worldwide license, without right to sublicense, to use, reproduce, and display the Magpul Content on or through links and feeds located on the Licensee’s website and other marketing activities such as tradeshows, newsletters, promotions, and merchandising that the licensee may partake in.  Except for the licenses provided in this Agreement, as between Magpul and Licensee, Magpul retains all right, title and interest in and to all intellectual property rights embodied in or associated with the Magpul Content and all Magpul products.

2. Licensee Site

Licensee shall be responsible to design, create, edit, manage, host, update and maintain the Licensee Site; provided, however, that Licensee shall at all times maintain the Licensee Site, as to pages displaying Magpul products and the Magpul Content, on a parity as to quality with the main Magpul website located at https://www.magpul.com (the “Magpul Site”), including parity in terms of freshness of content and features.  Licensee shall not sell, offer, attempt to sell or offer, or otherwise promote in any way, through the Licensee Site, any goods or services which are illegal, or which in Magpul’s reasonable discretion, constitute pornographic or similarly adult-themed material, get rich quick programs, gambling, pyramid schemes, or which contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, or any goods or services which involve deceptive marketing or commercial practices.

3. Trademark License to Licensee

During the Term and subject to the provisions of this Agreement, Magpul grants to Licensee a nonexclusive, non-sub licensable, non-transferable, royalty-free, worldwide license to use, reproduce and display Magpul’s domain names, trademarks, trade names, service marks, logos and slogans associated with the Magpul products offered on the Licensee Site (the “Marks”) on the Licensee Site or on promotional material for the Magpul products, in accordance with this Agreement.  Use of the Marks shall be in accordance with guidelines provided by Magpul to Licensee from time to time.  Title to and ownership of the Marks shall remain with Magpul.  Licensee shall not take any action inconsistent with Magpul’s ownership of the Marks and any benefits accruing from use of the Marks shall automatically vest in Magpul.  Licensee shall not create any combination Marks with Licensee’s domain names, trademarks, trade names, service marks, logos and slogans.  If Licensee’s use of the Marks does not conform to Magpul’s quality standards in Magpul’s reasonable opinion, then Magpul will notify Licensee in writing of such nonconformance, and Licensee will have 30 days to cure such nonconformance.  If the nonconformance is not cured within such period, Magpul may immediately terminate this Agreement.  

4. Limitation of Liability

IN NO EVENT SHALL MAGPUL BE LIABLE TO LICENSEE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, MULTIPLE, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), WARRANTY, GUARANTY OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, ARISING OUT OF OR RELATING TO LICENSEE’S USE OF THE MAGPUL CONTENT OR THE MARKS, EVEN IF MAGPUL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MAGPUL’S AGGREGATE LIABILITY RELATING TO THIS AGREEMENT EXCEED US $50.

5. Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, MAGPUL DOES NOT MAKE, AND HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE MAGPUL CONTENT AND THE MARKS, OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

6. Termination

Magpul may terminate the licenses granted in this Agreement at any time in the event of a material breach by Licensee of this Agreement that remains uncured 30 days after Licensee’s receipt of written notice of the breach.  Notwithstanding the foregoing, Magpul may terminate the licenses granted this Agreement immediately (a) upon termination of the distributorship relationship between Magpul and Licensee; or (b) if Licensee violates Section 3 or 4 (except as otherwise expressly provided in Section 4).  Magpul may terminate the licenses granted in this Agreement upon 30 days’ written notice if Magpul ceases to use the Magpul Content on the Magpul Site.

7. Effects of Termination

Within 24 hours after termination the licenses granted in this Agreement for any reason, Licensee shall remove all Magpul Content from the Licensee Site, and return to Magpul any and all documents or other media embodying any Magpul Content and certify to Magpul in writing that it has complied with the foregoing obligations.  Unless the parties enter into another written license related to the Marks, within 30 days after termination of the licenses granted in this Agreement for any reason, Licensee shall cease all use of the Marks.

8. Miscellaneous

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.  Neither this Agreement nor any of the rights or obligations of Licensee hereunder may be assigned or delegated without the prior written consent of Magpul.  This Agreement sets forth the entire agreement and understanding between the parties as to its subject matter and supersedes all prior discussions and agreements, oral or written.  This Agreement shall be construed in accordance with and governed by the laws of the State of Colorado.  Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived, only by a writing signed by the parties.  The provisions of the Agreement are severable, and if any provision is held to be invalid or unenforceable, such provision shall be stricken from the Agreement, and the balance of this Agreement shall have its intended full force and effect.   

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