LICENSE AGREEMENT
National Marketing Corp. dba Passport America
BY CLICKING THE ACCEPTANCE BUTTON, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS LICENSE.
THIS LICENSE is made and entered into by and between National Marketing Corporation dba Passport America, INC. ("we" or "us"), whose principal office is located at 5713 Hwy 85 North, Crestview, FL 32536 and you.
1. Licenses. (A) We grant you the non-exclusive, non-transferable right to exhibit and display on your World Wide Web site (the "Site") the "Passport America Banner" or "Passport America Banners" (as applicable, the "Content") selected by you.
(B) You understand that the Content will include a hyperlink to the Passport America website that we may change, eliminate or discontinue at any time in our sole discretion.
(C) The rights granted to you are also limited as follows:
* You may not use the Content except as we have agreed in this Agreement;
* You may not resell, sublicense, retransmit or otherwise distribute any of the Content in its raw or unaltered form or format;
* You will not exhibit or display the Content together with any content (including advertising) that is adult-themed, tobacco-related, alcohol-related, gambling-related (other than promotional contests) or related to "get-rich-quick" or similar schemes;
* We will have the right to review and approve the manner in which the Content is displayed on the Site. Our review and approval will not be unreasonably withheld or delayed.
2. Term. This Agreement will begin when you click the "Accept" button and will continue until one of us terminates this Agreement as provided in Paragraph 8.
3. Fees and Advertising. We will pay commission on a monthly basis based on joining members only that click from your particular website.
4. Ownership. (A) You understand and agree that, as between us and you, we are the sole owner of all right, title and interest in and to the Content, including all copyrights therein, and our Marks. All uses of the banners shall inure to our benefit and yours. Once this Agreement has been terminated, you will delete from the Site and discontinue use of the banners. You disclaim any right, title or interest in or to the banners and will not take any action to create a unitary composite banner. You agree not to do anything contesting or impairing our rights in and to the banners.
(B) You hereby transfer, convey and assign to us, and agree to cause your officers, directors, employees and agents to transfer, convey and assign to us, all right, title and interest in or to any and all intellectual property in which you acquire an interest which, under this Agreement, is owned by us. You also agree to execute and to cause your officers, directors, employees and agents to execute any documents that we may request for the purpose of evidencing, enforcing, registering or defending our ownership of that intellectual property.
5. Indemnification. (A) We will defend, indemnify and hold harmless you and your affiliates against any claim by third parties that the Content infringes any U.S. copyright, knowingly infringes any U.S. patent, or results from the misappropriation of trade secrets, unless the claim arises out of (i) your specific requirements, (ii) any modification of the Content, or (iii) combination of the Content with other data, products, materials, programming, or information not provided by us.
(B) You will defend, indemnify and hold harmless us and our affiliates against any loss, cost or damage arising out of any claim by third parties relating to the Site including any claim by a third party or you with respect to advertising sold by you in the event that this Agreement is terminated by us; provided, however, that you will not be so obligated if the claim is covered by clause (A) above.
(C) The obligation of each party in clause (A) and (B) above to indemnify, defend and hold harmless the other party will be subject to the indemnified party providing prompt notice of the claim giving rise to the obligation, and indemnifying party's right to select legal counsel to represent both parties, provided there is no conflict between such counsel's representation of both parties.
6. No Warranty. ALL INDIVIDUALS WHO CLICK FROM THIS BANNER ARE NOT GUARANTEED TO JOIN OR CONTINUE CONTACT WITH OUR ORGANIZATION . WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, NATURE OR DESCRIPTION, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONTENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF ANY KIND OR NATURE WITH RESPECT TO THE ACCURACY OF THE CONTENT OR ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR A COURSE OF PERFORMANCE, AND WE HEREBY EXPRESSLY DISCLAIM THE SAME.
7. Limitation of Liability. In no event will either party be liable to the other under any legal theory for any indirect, special, incidental, punitive, exemplary, consequential or similar damages, including lost profits or revenues, arising out of or in connection with the performance or nonperformance of this Agreement, or for any claim made against a party by any other entity, even if such party has been advised of the possibility of such claim.
8. Termination.
(A) Either we or you may terminate this Agreement upon written notice to the other party upon the happening of any of the following events:
* on seven (7) days notice at any time; or
* immediately, if the other party materially breaches this Agreement; or
* immediately, if a petition for relief under any bankruptcy legislation is filed by or against the other party or the other party makes an assignment for the benefit of creditors or receiver is appointed for all or substantially all of the other party's assets.
(B) The provisions of Paragraphs 4, 5, 6, 7 and 12 will survive the termination of this Agreement.
9. Assignment. You may not assign this Agreement without our prior written consent.
10. Notices. All notices hereunder must be in writing and mailed by certified mail, return receipt requested, or by prepaid courier service, or by telecopier with receipt confirmed by telephone, to our address set forth on the first page of this Agreement, or to your address provided by you in registering with us, unless otherwise designated by the parties.
11. Governing Law. The validity and effect of this Agreement will be governed by and construed and enforced in accordance with the laws of the State of Florida without regard to its rules of conflicts of law. All claims relating to this Agreement will be resolved in the state and federal courts located in Florida, and you agree to that venue and the exclusive jurisdiction of those courts.
12. Miscellaneous. This contains the entire agreement between the parties relating to the subject matter hereof. This License cannot be modified or terminated orally, and no modifications to this Agreement will be binding unless in writing and duly executed by both parties. If any provision of this Agreement is held invalid, unenforceable or illegal for any reason, that provision will be deemed to apply only to the maximum extent permitted by law, and the remainder of this License will remain valid and enforceable in accordance with its terms.
Passport America
The Original 50% Discount Camping Club
Passport America is located at 5713 Hwy 85 North, Crestview, FL 32536
