Non-Exclusive and Limited Licensing Agreement (Signed)

NON-EXCLUSIVE AND LIMITED LICENSING AGREEMENT

This Non-Exclusive and Limited Licensing Agreement (the “Agreement” ) is entered into: (the “Effective Date”) by and between Laundry Ladies, Inc., a California Corporation, and (“Licensor”) and , (“Licensee”) upon the following terms, conditions and recitals.

$40 per calendar month will be due on the date upon which this contract is signed by Licensee, , to Laundry Ladies, Inc.
The same date per month thereafter, for the term of this agreement $40 will be automatically charged.
This payment shall be made via automatic debit or credit card draw by Laundry Ladies, Inc. from Licensee’s credit or debit card on file.
In the event Licensee does not pay (or payment is declined by credit card on file) by the end of the given month, any monies earned by the Licensee will be withheld until the Non-Exclusive and Limited Licensing Agreement Fee is paid-in full.

RECITALS

Whereas, Licensor is a California Corporation, duly formed in the state of California, USA.
Whereas, Licensee is a distinct and separate sole proprietor business entity duly formed and/or doing business in the state of , USA.
Whereas, Licensor holds and/or owns title and licensed rights to certain intellectual and tangible property, both registered and non-registered, including trademarks, trade names, copyrights, and know how identified with more specificity in Exhibit A attached hereto and incorporated herein by reference (the “Licensed Property”).
Whereas, this Agreement shall replace any existing agreements or understandings between the Parties as to the License granted and Licensed Property.
Wherefore, the Parties enter into this Agreement to memorialize and replace the existing nonexclusive and limited license agreement between them.

TERMS AND CONDITIONS

1. Grant of License: Subject to the terms and conditions contained below herein, Licensor grants a nonexclusive license of the Licensed Property to Licensee. This grant allows the Licensee to use the Licensed Property for the purposes set forth in Exhibit B attached hereto and incorporated herein by reference (the “Permissive Use”).

This grant allows Licensee to utilize the Licensed Property for marketing and advertising as further defined herein below in Paragraphs 11 and 12. Licensor reserves the right, in Licensor’s sole discretion, to substitute, alter, or remove certain trademarks or trade names that are part of the Licensed Property set forth in Exhibit A from time to time without altering any other term or condition of this Agreement. Licensee shall abide by any such changes to the Licensed Property as set forth in any amended version of Exhibit A, substituting, altering or removing said marks or names at Licensee’s own cost and expense and cease to use any old, unaltered or discontinued trademarks or trade names within thirty (30) days of receiving written notice. Under no circumstances shall the grant of license be utilized by Licensee for any other purpose except as expressly set forth herein. The License and the Licensed Property includes information that is otherwise confidential, proprietary and trade secret (hereinafter “Confidential Information”). Licensee is obligated to take all necessary steps to keep such Confidential Information confidential, proprietary and trade secret and not disseminate it to third parties. Confidential Information shall be identified by the words “CONFIDENTIAL” on Exhibit A. This obligation to keep the Confidential Information confidential shall survive termination or expiration of this Agreement

2. License Restrictions: Licensee shall have no right to use, assign, or transfer this Agreement or any rights hereunder without the Licensor’s express approval in writing. Any such transfer or assignment without Licensor’s express agreement in writing shall be considered void as a matter of law. Licensee’s rights to the Licensed Property are not exclusive and are revocable pursuant to the terms and conditions herein. The grant of this license absent termination, default and/or material breach of this Agreement shall expire : (__1__) years from the Effective Date of this Agreement (the “Term”). The grant of this nonexclusive license is limited to the following geographic location: (“Territory”). Licensee’s Territory is not exclusive to Licensee and Licensor is free to grant the same or similar licenses to other entities and/or individuals in the same Territory now and in the future. Licensee has no rights to use, make, license, manufacture, export, import, disseminate, teach, educate, sell or have sold any item utilizing the Licensed Property except as expressly set forth in this Agreement. There are no implied grants of Licensed Property nor are there any implied permitted uses of the Licensed Property intended or agreed to by the Parties. Goodwill generated by any possible permitted use of the Licensed Property by the Licensee does not belong to Licensee but to the Licensor and its successors or assigns.

3. Rights Not Transferred: Notwithstanding anything herein to the contrary, this Agreement expressly excludes from sublicense the following: a. All rights Licensor does not possess, cannot transfer or grant, or cannot license due to law or written and legally enforceable agreement; b. All rights not expressly contained in this Agreement including but not limited to, good will and all other intellectual property rights, trademarks, trade names, trade secrets, service marks, copyrights, and/or patents; and c. All derivations, improvements, new version, revisions, and/or translations of the Licensed Property not expressly identified in Exhibit A attached hereto.

4. Derivations and Improvements: In the event Licensee or its affiliates, employees, agents, independent contractors, parents or subsidiaries, creates any derivations, improvements, new version of, revisions to, and/or translations (jointly referred to as “Derivations”) of the Licensed Property as identified in Exhibit A attached hereto, during the Term of this Agreement or within a period of ( 1 ) years after the expiration of the Term, it is understood all such Derivations of the Licensed Property and all revenue, business opportunities, interest, value, use, and application of the same belong solely to the Licensor and/or any title holder of the Licensed Property. Upon creating Derivations of the Licensed Property, Licensee must within thirty (30) calendar days of creation provide all information regarding the Derivation, including the method of development of the Derivation to Licensor and/or any title holder of the Licensed Property. Derivations created are not part of the Licensed Property or the grant of the sublicense herein and Licensee is not permitted to use any Derivations under the terms of this Agreement in any fashion.

5. Consideration and Licensee Obligations: In consideration for the benefits received and promises exchanged, Licensee shall compensate Licensor for this grant of a nonexclusive limited license as set forth in Exhibit C attached hereto and incorporated herein by reference (the “Consideration”). In addition to the Consideration identified on Exhibit C herein, Licensee further agrees that during the entire Term of this Agreement, Licensee shall hold an active membership in, with, and through the following website: www.laundryladies.com.

6. Expiration and Renewal: Upon expiration of the Term or any Additional Terms of this Agreement, the License granted herein shall automatically renew for an additional term of (1) year (“Additional Term”) upon the same terms and conditions contained herein. If either party wises to terminate without renewal or otherwise negotiate a new Agreement after termination without renewal of the existing Agreement, said party must inform the other party of this intent in writing thirty (30) days before the expiration of the Term or any Additional Term. Under no circumstance shall this Agreement automatically renew if this Agreement has at any time been materially breached during the Term or Additional Terms by either party. Under no circumstance shall this Agreement automatically renew if this Agreement if Licensee is in material breach of the Agreement thirty (30) days before the expiration of the Term or Additional Terms.

7. Infringement of License: In the event that Licensee becomes aware of any infringement or unlawful use of the sublicense or the Licensed Property identified in Exhibit A attached hereto, by any third party, Licensee shall inform Licensor of the same in writing within ten (10) days of receiving notice – actual, constructive, or implied – of said infringement or unlawful use. Licensee agrees to fully cooperate with Licensor (including but not limited to, providing information and testimony as may be necessary to pursue legal action) against any person or entity who has infringed upon or engaged in unlawful use of the sublicense or the Licensed Property. Licensee does not have the right to file suit for any infringement of the license or the Licensed Property. In the event that Licensor becomes aware that any grant of use of the Licensed Property attached hereto as Exhibit A to Licensee in some way conflicts with a grant of rights to the Licensed Property to some other third party, Licensor will inform Licensee of the same in writing immediately and Licensee agrees to modify Exhibit A and Licensee’s use of the Licensed Property with all due speed to ensure there are no violations of other grants of license rights to third parties.

8. Licensee Representations: Licensee represent and warrant to Licensor as follows:
a. Licensee has the full power and authority to carry out and perform its undertakings and obligations as provided herein;
b. No action, approval, consent or authorization of any governmental authority is necessary for Licensee to consummate the transactions contemplated hereby.
c. Licensee as a distinct and separate business entity from Licensor has full power and authority to conduct its business as now carried on, to carry out and perform its undertakings and obligations as provided hereunder; and has passed all necessary corporate and company resolutions and otherwise fully ratified the decision to enter into this Agreement with Licensor, in full compliance with all necessary corporate formalities and applicable governing law;
d. The factual contents and representations contained in the Recitals above and in the Terms and Conditions contained herein are true and correct as of the Effective Date of this Agreement; and,
e. As of the date of execution of this Agreement, Licensee has an active membership in, with, and through the following website: www.laundryladies.com

9. Licensor Representations: Licensor represents and warrants to Licensee as follows:
a. Licensor as a distinct and separate business entity from Licensee has full power and authority to carry out and perform its undertakings and obligations as provided herein;
b. Licensor has the legal right through a series of written agreements and grants of licenses and sublicense to grant the license pursuant to the terms and conditions set forth herein subject to those other license grants Licensor has already made to other third parties including, but not limited to Summit Entertainment; and,
c. The factual contents and representations contained in the Recitals above and in the Terms and Conditions contained herein are true and correct as of the Effective Date of this Agreement.

10. No Other Representations: Licensee acknowledges that neither Licensor nor any representative or agent of Licensor has made any representation or warranty (expressed or implied), except as specifically and expressly set forth in this Agreement.

11. Marketing and Approval: Licensee shall ensure that any and all use of the Licensed Property by Licensee for any marketing or advertising purpose outside the scope expressly set forth in Paragraph 1 herein must first be submitted in proposed written form to Licensor and approved by Licensor in full before any such use of the Licensed Property for marketing or advertising is permitted. “Marketing” and “advertising” as used in this Agreement shall mean the use of any or all of the Licensed Property identified as part of Exhibit A in any of the following manners:

a. print material including, but not limited to mailers, postcards, posters, billboards, flyers, print materials, handouts, manuals, brochures, letters, and written documentation of any kind to be offered and/or provided to any third party for any and all commercial purposes, business purposes, and all revenue or income generating purposes of any kind;
b. audio visual materials including, but not limited to radio commercials, television commercials, videos, radio interviews or broadcasts, television interviews or broadcasts of any kind for any and all commercial purposes, business purposes, and all revenue or income generating purposes of any kind; and,
c. electronic, mobile phone, tablet or web-based materials including, but not limited to website content, webpage content, social media posts and content (including but not limited to Facebook, Twitter, Tumblr and similar sites), blogs, web based streaming video or audio, web based advertising, email correspondence, chat room posts, email or internet based advertising of any kind for any and all commercial purposes, business purposes, and all revenue or income generating purposes of any kind. 4 To obtain approval for all marketing and advertising use of the Licensed Property, at its own cost Licensee should through written means of either hard copy correspondence or email, submit to Licensor a written outline of its proposed use of the Licensed Property for marketing or advertising means including as applicable a proposed copy of the materials and their contents and a detailed explanation of where and how this marketing material shall be disseminated within the Territory of the Licensee. Licensor shall within thirty (30) days of receipt of the same either approve, reject, or propose changes in writing to Licensee to consider for resubmission. If Licensor does not respond in writing within this time frame, the proposal shall be considered rejected. Upon approval, Licensee is permitted to move forward with its proposed marketing use of the Licensed Property within its Territory only. If changes are proposed to Licensee by Licensor, it is up to Licensee to resubmit a new proposal for consideration. It is within the Licensor’s sole discretion whether to approve, reject or propose changes to the proposed marketing use of the Licensed Property by Licensee. It is further understood by the parties that some forms of marketing may be difficult to contain within the Licensee’s Territory, especially when such marketing is electronic, mobile, or web based in nature. Approval by Licensor of such marketing that technically can reach third parties outside of Licensee’s Territory shall be considered a single time limited waiver by Licensor to the Territory restrictions of the license. This single time limited waiver shall not be construed to permit Licensee to utilize its license outside its Territory nor shall such a single time limited waiver constitute blanket permission for any future or different forms of marketing that reaches third parties outside the Licensee’s Territory. Licensee shall have an affirmative duty in creating and using approved marketing proposals to use its best efforts to limit the effect and reach of all such marketing to within Licensee’s Territory only. Licensee shall also ensure that whenever proposing or using any of the Licensed Property to utilize all applicable “TM,” “SM,” “S,” or “®” with such Licensed Property. Licensee is permitted to utilize Licensed Property by and through such social media forums that exist such as Facebook, Twitter, Tumblr, blogs, Instagram, and/or similar social media sites so long as all such usage complies with Paragraph 12 herein and as long as such usage does not target or lead to violations of the territorial limit of the license.

12. Quality Control: In addition to use of the Licensed Property for marketing and advertising, it is recognized that the Licensee may choose to disseminate the contents and message of the Licensed Property via person to person communication including, but not limited to one on one or group counseling, coaching, seminars, or other similar presentational methods. Licensee agrees to utilize its best efforts in ensuring that all such communications are of the highest and best quality and do not in any way distort or alter the Licensed Property or exceed the limited nonexclusive license granted herein. Further, The parties acknowledge and agree that great value is placed on the Licensed Property and the goodwill associated with the Licensed Property, and that the terms and conditions of this Agreement are necessary and reasonable to assure the consuming public and the industry that all services offered and sold under this Agreement are of the same consistently high quality as services offered and sold by other licensees of Licensor. Licensee is familiar with the quality standards currently required by Licensor for the Permissive Use of the Licensed Property and Licensor has provided to Licensee Member Services Guidelines, attached hereto as Exhibit E. Licensor approves and adopts, and Licensee agrees to maintain, at least that standard of quality of the Permissive Use as of the effective date of this Agreement, as the overall standard of quality for Permissive Use of the Licensed Property offered under this Agreement. As part of ensuring quality control, Licensor shall have the right to enquire as often as the Licensor deems necessary as to Licensee’s use and licensing of the Licensed Property and to request documents or other materials to verify that such use is not violating the terms of this Agreement and otherwise does not put in jeopardy or damage the Licensed Property as set forth in more detail below in Paragraph 13. It is in Licensor’s sole reasonable discretion to determine if Licensee has failed in its affirmative obligations contained in this Paragraph.

13. Violation of Marketing Approval or Quality Control. Licensee hereby acknowledges and understands that any use of the Licensed Property without Licensor approval pursuant to Paragraph 11 herein may and can lead to a devaluation and/or lose of value of the Licensed Property. Licensee hereby acknowledges and understands that any failure in its obligations under Paragraphs 11 and12 herein may and can lead to a loss of the reputation, good will, and value of the Licensed Property. In the event Licensee violates either Paragraph 11 and/or 12, Licensee understands that Licensee is not only materially violating the terms of this Agreement, Licensee is the direct and proximate cause of irreparable harm and severe damage to Licensor, as a third-party beneficiary of this Agreement, and is also the direct and proximate cause of irreparable harm and severe damage to all other license holders of the Licensed Property, as third-party beneficiaries to this Agreement. If such irreparable harm and severe damage can be calculated and a material breach as defined herein below occurs as relates to noncompliance with either Paragraph 11 or 12, Licensee can be found liable to the Licensor, for its violation.

14. Default and Material Breach: A default shall be said to have occurred under the terms of this Agreement upon the happening of any of the following:
a. Any misrepresentation in connection with this Agreement on the part of either party;
b. Any noncompliance with or nonperformance of either party’s obligations under this Agreement; or,
c. If prior to the expiration of the Term or Additional Term, Licensee is involved in any financial difficulty as evidenced by (1) an assignment for the benefit of creditors, or (2) an attachment or receivership of assets not dissolved within thirty (30) days, or (3) the institution of Bankruptcy proceedings, whether voluntary or involuntary, which is not dismissed within thirty (30 days) from the date on which it is filed

In the event of a default, the non-defaulting party shall provide written notice to the defaulting party of the default occurring. The defaulting party shall thereafter have ten (10) business days from the date of receipt of the written notice regard default or substantially or totally cure the default. What is or is not substantially curing the default is in the sole discretion and judgment of the non-defaulting party. If the default is substantially cured, it must be completely cured within thirty (30) calendar days from the date of receipt of the written notice regarding default. If the default is cured, performance and obligations under this Agreement continue. In the event the default is not substantially cured and/or totally cured within the time limits set forth herein, the defaulting party will be in material breach of this Agreement.

15. Remedies/Liquidated Damages: In addition to the remedies set forth in Paragraph 13 above as relates to violations and material breaches of Paragraph 11 and/or 12, in the event of a material breach of the Agreement by the Licensee, the non-defaulting and non-breaching party shall have the right to:
a. Immediately termination of the Agreement;
b. Licensor shall be entitled to a fee of $5,000 in liquidated damages caused by Licensee’s violations;
c. Temporary, preliminary, or permanent injunctive relief without need to post 6 a bond to enjoin any misuse of the Licensed Property or derivations thereof in violation of this Agreement; and/or
d. Seek all legal and equitable relief against Licensee including but not limited to monetary damages and injunctive relief arising from violation of any of the terms contained herein, including but not limited to the duties of confidentiality set forth in Paragraph 1 herein.

Licensee agrees that the liquidated damages provision set forth in this paragraph is reasonable given that the computation of actual damages caused by Licensee’s breach of this Agreement may be difficult to calculate and may be irrevocable and lasting. In the event the liquidated damages provision herein is deemed unenforceable in whole or in part, it shall be enforced to the fullest extent permitted by law and public policy. Licensee further agrees that money alone may not be able to compensate Licensor for the harm Licensee may cause with its material breach and therefore Licensor is entitled to injunctive relief as set forth herein without the need or requirement of a posted bond. The remedies set forth in this agreement are not cumulative or mutually exclusive upon material breach by the Licensee or Licensor

16. Termination: Licensee may termite this Agreement upon 30 calendar days written notice to Licensor without cause or reason. Licensor may terminate this Agreement upon 3 calendar days written notice to Licensee without cause or reason. Upon termination of this Agreement either upon notice, material breach, via Court order, or expiration of the Agreement, Licensee agrees to immediately cease and desist all use of the Licensed Property and the license shall be deemed to expire without recourse. Licensee is obligated to return to Licensor within ten (10) days of termination (“Deadline”) all print, electronic, audio, or other medium of materials within Licensee’s control or possession that utilizes in any fashion the Licensed Property. In the event Licensee fails to return said materials by the Deadline and/or continues to use the Licensed Property after termination, Licensor shall have the right to seek immediate, ex parte, and emergency injunctive relief or a temporary restraining order against Licensee to ensure compliance with this Paragraph. Licensee agrees that such extraordinary relief is warranted

17. Heading and Interpretation: The subject headings or captions of the sections and subsections of this Agreement are included only for purposes of convenience and shall not affect the construction or interpretation of any provisions contained herein. The pronouns used herein shall include, where appropriate, either gender, neutral, or both, singular and plural. This Agreement shall be deemed to have been jointly prepared by the parties. Any uncertainty or ambiguity existing in it shall not be interpreted against any party, but rather shall be interpreted according to the rules generally governing the interpretation of contracts.

18. Integration, Execution and Binding: This Agreement and those exhibits expressly incorporated and/or referenced herein constitute the entire agreement between the parties pertaining to the subject matter hereof and supersedes any and all prior or’ contemporaneous written or oral negotiations, agreements, representations, and understandings of the parties with respect to such subject matter. The covenants, obligations and conditions herein contained shall be binding on and inure to the benefit of the heirs, legal representatives, and assigns of the parties hereto. The rights and remedies of the parties hereto shall be cumulative (and not alternative). This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one Agreement.

19. Attorney Fees and Costs: If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement or arising from this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, including collection activity, in addition to any other relief to which it may be entitled.

20. Notices: Any and all notices required under this Agreement shall be in writing and shall be either (a) hand-delivered; (b) mailed, first-class postage prepaid, certified mail, return receipt requested; (c) delivered via a nationally recognized overnight courier service; (d) sent and received via electronic facsimile or “fax”; or (e) sent and received via electronic mail or “email” addressed to: All notices hand-delivered shall be deemed delivered as of the date actually delivered. All notices mailed or delivered via overnight courier shall be deemed delivered as of three (3) business days after the date postmarked.

All notices emailed or sent by electronic or facsimile means shall be deemed delivered as of the date of any email delivery receipt or facsimile confirmation. Absent an email delivery receipt or facsimile confirmation, any notices emailed or sent by electronic or facsimile means shall be deemed delivered three (3) business days after sent.

21. Counting Days: “Business Day(s)” shall mean Monday, Tuesday, Wednesday, Thursday, and Friday only excluding all United States federally recognized holidays. “Day(s)” or “Calendar Day(s)” shall mean each calendar day in sequence as found in a 365-day year as recognized by the United States of America.

22. Waiver and Amendment: Except as expressly set forth herein, none of the Agreement terms may be waived, unless such amendment, supplement, modification or waiver is in writing and executed by the party or parties to be bound thereby. The failure of any party at any time or times to require performance of any provision hereof shall not affect the right of such party at a later time to enforce the same, and no waiver of any term or provision hereof on any one occasion shall be deemed to be a waiver of the same or any other provision hereof at any subsequent time or times.

23. Governing Law, Waiver of Jury, Personal Jurisdiction, and Venue: The laws of the State of California, USA shall govern the validity, performance and enforcement of this Agreement without regard to the choice of law provisions. The courts of California shall have the sole and exclusive jurisdiction over any matter brought under or by reason of this Agreement. The parties and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in San Diego, State of California, USA.

24. Severability and Survival: If any provision of this Agreement, or any portion of any provision, shall be deemed invalid or unenforceable for any reason whatsoever, such invalidity or unenforceability shall not affect the enforceability and validity of the remaining provisions hereof. To the extent any provision is deemed under applicable law as unreasonable as a matter of law, it shall be enforceable to the maximum extent permitted by law. Any provisions of this Agreement, which require observance, performance or enforcement after execution, termination, non-renewal or expiration shall survive execution, termination, non-renewal or expiration of this Agreement and shall continue to be binding on the parties hereto, subject to and in accordance with the other terms and conditions therein.

25. Time is of the Essence: At all times stated herein, time shall be of the essence and there shall be no grace period or extension of deadlines legally valid or recognized as other than void absent a waiver or modification in writing of said deadline signed by all parties.

26. Cooperation: It is agreed that each party hereto shall execute and/or cause to be delivered to each other party hereto such instruments and other documents, and shall take such other actions, as such other party may reasonably request for the purpose of carrying out 8 or evidencing any of the terms and obligations contained in this Agreement in a prompt and timely fashion.

27. Relationship: Nothing in this Agreement shall be construed to be creating any legal relationship between the parties to this Agreement other than that of a licensee and licensor. This Agreement does not create any of the following relationships: employer/employee, principal/agent, principal/contractor, joint venture, partnership, and/or franchisee/franchiser. Licensee is receiving a nonexclusive limited license only. Licensor is not and will not provide or be responsible for providing any set operational structure, business structure, methodology or other materials by which to assist in any fashion Licensee in making money, generating any income from the Licensed Property, and/or operating Licensee’s business.

28. Indemnity: Licensee and its principals agree to indemnify, defend, and hold Licensor, Licensor’s affiliates, and respective shareholders, directors, officers, employees, agents, successors and assignees (“indemnitees”) harmless against and to reimburse the Indemnitees for all claims, obligations, liabilities and damages (“Claims”), including but not limited to any and all taxes, judgments, governmental or administrative claims or fines directly or indirectly arising out of, in whole or in part: (a) the use of the Licensed Property; (b) any misuse of the Licensed Property; (c) the transfer of any interest or rights hereunder in violation of the terms of this Agreement; (d) the infringement, alleged infringement, or any other violation or alleged violation by Licensee or any of Licensee’s principals of any patent, mark, copyright, or other proprietary right owned or controlled by third parties and/or Licensor; or (e) libel, slander or any other form of defamation against Licensor. For purposed of this indemnification, “Claims” will mean and include all obligations, actual, consequential, punitive, and other damages, and costs reasonably incurred in the defense of any action, including attorney’s fees, attorney’s assistants’ and expert witnesses’ fees, costs of investigation and proof of facts, court costs, other litigation expenses, and travel and living expenses, whether or not the Claims exceed the amount of insurance coverage available through Licensee to Indemnitees. Licensor shall have the right to defend any claim against Indemnitees in the manner Licensor deem appropriate or desirable in its sole discretion. Licensor’s defense of any action will not diminish Licensees, and each of its principals’, obligation to indemnify the Indemnitees and to hold them harmless. This indemnity shall continue in full force and effect subsequent to and regardless of the expiration or termination of the Agreement or any resulting agreements

Licensor: Laundry Ladies, Inc.
Melissa Robbins, Founder/President
Email: [email protected]

EXHIBIT A

LICENSED PROPERTY

Trademarks
US Application Serial No. 86513645
Reg. No. 4,817,018
Reg. on: 9/22/2015
Int. Cl.: 39

Trade names
Laundry Ladies
Your Laundry Is Our Business

EXHIBIT B

PERMISSIVE USE

A. As part of Licensee’s own separate, independent, unique business enterprise developing and providing clothes washing, laundry and ironing services to third parties/customers of Licensee (the “Business”);
B. Marketing and advertising Licensee’s own unique Business via the following website: www.laundryladies.com only; and
C. Marketing and advertising Licensee’s own separate, independent, unique Business through such items including, but not limited to, business cards, letterhead, gift certificates, merchandise, organizational items for business use, email signature lines, note cards, post cards, magnets, tags, window decals and other tangible items upon which the Licensed Property may be placed.
No other use is permitted without the express approval and written permission of the Licensor pursuant to Paragraph 11 and 12 of the Agreement. No other online or social media use of the Licensed Property is permitted without the express approval and written permission of the Licensor pursuant to Paragraph 11 and 12 of the Agreement.

General Usage Guidelines

Do:
• Use Laundry Ladies Inc. Brand Features to refer to Laundry Ladies Inc., our services and websites, our apps and anything else we offer.
• Use Laundry Ladies Inc. trademarks only as an adjective and never as a noun or verb. • Provide a reference to Laundry Ladies Inc. as the source whenever and wherever possible.
• Provide ample clear space around the Laundry Ladies Inc. Brand Features to allow them room to breathe in any given environment.
• Approved Vista Print commercial advertising/marketing/promotional items Don’t:
• Modify or alter Laundry Ladies Inc. Brand Features in any way, such as changing the color or design of our logos, app icons, or screen shots. • Incorporate Laundry Ladies Inc. trademark or variants of Laundry Ladies Inc. trademarks in domain names, social media accounts, corporate names, or app names, unless we have given express permission.
• Use Laundry Ladies Inc. Brand Features in a way that suggests an affiliation, partnership, employment relationship, contractor relationship, franchise, agency relationship, sponsorship, or endorsement by or with Laundry Ladies Inc.
• Include Laundry Ladies Inc. Brand Features in editorial content that suggests it’s been authored by, or represents the views or opinions of, Laundry Ladies Inc. or any Laundry Ladies Inc. personnel or affiliate.
• Present Laundry Ladies Inc. Brand Features in a manner that is misleading, defamatory, libelous, obscene, infringing or otherwise objectionable.
• Use Laundry Ladies Inc. Brand Features on material that infringes the trademark, copyright or any other rights of any third party.

Laundry Ladies Inc. Logos
We generally do not approve the use of our Laundry Ladies Inc. in third-party marketing materials. This includes online and offline advertising collateral such as:

Screenshots
We generally approve the use of our screenshots (e.g., Laundry Ladies Inc. homepage, search results) for instructional or illustrative purposes. You don’t need our permission to use our screenshots, so long as you don’t modify the content or format.

Merchandise
Like you, we have an insatiable appetite for looking professional with t-shirts, bags and décor items with Laundry Ladies Inc. Brand Assets. You may: print a limited number of pieces of clothing/bags/laundry organizational items for your business use, that uses the Laundry Ladies Inc. logo along with your full name & your Laundry Ladies email only.

Business Cards
We do allow the use of Laundry Ladies Inc. Brand Features on your Vista Print (or other printing company) business card to indicate your Licensee business relationship with Laundry Ladies Inc. Your Name must be included on those business cards along with the description of Owner/ Licensee. You may not include your personal phone number on your business cards or other marketing material. Once you have established communication with a customer through the website pickup form you can then include your contact information.

• Laundry Ladies Inc. reserves the right to change the appearance of the Laundry Ladies Inc. Brand Features at any time without notice. Any use of the Laundry Ladies Inc. Brand Features shall inure to the benefit of Laundry Ladies Inc. By using the Brand Features pursuant to Laundry Ladies Inc. approval, you acknowledge Laundry Ladies Inc. ownership of all Brand Features and warrant that you will not take any action which is inconsistent with Laundry Ladies Inc. ownership.

EXHIBIT C

CONSIDERATION

Licensee shall pay to Licensor a fee of $40.00 per calendar month due on the date upon which contract is signed and then the same date per month thereafter during the term. Said payment shall be made via automatic debit or credit card draw by Licensor upon Licensee’s credit or debit card on file with the Licensor. Licensee shall at the time of execution of this Agreement and as necessary over time, provide Licensor an updated credit or debit card authorization for a valid payment card for the automatic charge of this fee on a monthly basis.

EXHIBIT D

FEES

• Laundry Ladies Inc. reserves the right to increase the Monthly Membership Rate at any time, with notification to current members.
• Licensee agrees to 3 months of Membership Fees (probation period) totaling $120.00 before a written Membership Termination Letter can be sent into LL, Inc. This period is to cover the costs of setting up email, invoicing account profile page and more.

WHAT YOU PAY
For the rights to use Laundry Ladies, Inc. intellectual property
~Use of the Laundry Ladies logo
• Licensing Fee Option #1 = $40 Monthly
• Licensing Fee Option #2 = $405 Paid-in-Full / Yearly (includes discount)

WHAT YOU GET
For access to our interactive platform for all of your business needs
• Your profit will be 70% of all fully paid customer invoices
• Use of our corporate invoicing system
• Use of our corporate payment processing division
• Merchant services – All credit card fees are paid for by corporate
• Marketing thru corporate social media platforms
• Training coach for your business assistance and future growth needs
• A personal profile page within the corporate website
• Access to a private Facebook page
• A Laundry Ladies email address
• Access to order any predesigned marketing material

Please confirm with your signature and date, that you have read completely, confirm details and agree with all items pertaining to this Non-Exclusive and Limited Licensing Agreement legal document

No Yet Signed

Non-Exclusive and Limited Licensing Agreement