Art Show Terms and Conditions

LICENSE AGREEMENT This License Agreement (the “Agreement”) is made as of , 2024 by and between Dank Poet Dispensary, LLC having a place of business at 245 E. Washington Avenue, Washington, NJ 07882 (hereinafter referred to as "Licensee"), and the undersigned whose address is listed above. (hereinafter referred to as "Licensor".) WHEREAS, Licensee intends to host an art show and desires to exhibit Licensor’s art during that show and in its promotional materials (whether in print or online); and WHEREAS, Licensor is desirous of having its artwork displayed in Licensee’s art show; WHEREAS, Licensor is submitting original artwork in consideration for exhibition in Licensee's art show. NOW, THEREFORE, in consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which both parties acknowledge, should submitted artwork be chosen for exhibition in Licensee's art show, the parties hereto agree as follows:
1. Grant of License. Licensor hereby grants to Licensee and Licensee hereby accepts the right, privilege, and nonexclusive license to use and display the Licensor’s name and artwork(collectively referred to herein as the “Work”) for the purposes of advertising and promoting an art exhibit, and for actually displaying the Work, at Licensee’s art show. Licensee intends to host the art show on April 20, 2024 (the “Show.”) Licensee shall use the Work only for the purposes expressed herein and no other purposes. Licensor represents and warrants that it owns the rights to the Work.Nothing in this Agreement grants ownership rights of any kind in Licensee. Ownership of the Work remains vested exclusively in Licensor. The license granted by this Agreement is freely revocable by Licensor for any reason or for no reason. Licensee shall limit use of the license described in this Agreement for legitimate and lawful business purposes. Any misuse or unauthorized use of the Work or violation of any of the provisions of this Agreement shall be grounds for the automatic revocation of the license. 2.Term. The term of the license hereby granted shall be effective upon the date of executionof this Agreement and shall continue until March 31, 2025. Notwithstanding the passage of theaforementioned date, Licensee has no obligation to remove, delete, or take down any prioronline advertisement or post mentioning the Licensor or the Show and Licensee shall foreverhave the right in future advertising and/or promotional material to refer to the Show and toLicensor’s participation therein.3.License Fee. In consideration for Licensee’s use of the Work, Licensee shall advertise andpromote Licensor’s Work as part of Licensee’s Show.
4. Nonexclusivity. Nothing in this Agreement shall be construed to prevent Licensor from granting any other licenses for the use of the Work or from utilizing the Work in any manner whatsoever except Licensor shall not promote the Work to displayed at any other art show if those dates conflict with Licensee’s Show.
5. Good Will. Licensee recognizes that there exists value and good will associated with the Work and acknowledges that the Work and all rights therein and good will pertaining thereto belong exclusively to Licensor.
6. Licensor’s Title and Protection of Licensor’s Rights. Licensee agrees that it will not, during the term of this Agreement or thereafter: (a) attack the title or any rights of Licensor in and to the Work, (b) disparage or otherwise degrade the value of the Work, nor (c) attack the validity of the license granted herein.
7. Termination. The license shall terminate following conclusion of Licensee’s Show except as outlined section 2 hereinabove.
8. Compliance with Laws and Regulations. Both Licensor and Licensee shall comply with all laws, rules, and regulations pertaining to its own business and shall not violate any laws which would create an adverse effect on the Work or the Show.
9. Venue. Any dispute or controversy arising out of, or in respect to this Agreement, its interpretation, enforceability, or any breach of this Agreement shall be heard in New Jersey Superior Court, Somerset/Hunterdon/Warren Vicinage. This Agreement shall be governed by the laws of the State of New Jersey without regard to principles of conflict of law.
10. Relationship of Parties. Nothing in this agreement is intended or shall be deemed to create a partnership or joint venture between the parties. Neither party shall, in any manner or respect, be the legal representative or agent of the other party and shall not enter into or create any contracts, agreements, or obligations on the part of the other party, either expressed or implied, nor bind the other party in any manner or respect whatsoever; it being understood that this agreement is only a contract for the license of the Work.
Licensee shall maintain control over its business. Licensor shall not have any say in the management or control of Licensee’s business.
11. Work Ownership. Licensee agrees that the Work is the sole property of Licensor and that Licensee has no interest whatsoever in such Work except as granted by this Agreement, and Licensee shall use the Work only for so long as the license granted hereby remains in full force and effect. Licensee shall not take any actions, or aid or assist any other party to take any actions, which would infringe upon, harm, or contest the proprietary rights of Licensor in and to the Work.
12. Other Licensees. Licensee shall not interfere in any manner with, or attempt to prohibit the use of the Work by, any other licensee duly licensed by Licensor; provided use by any other licensee does not interfere with Licensee’s use or Show.
13. Miscellaneous. Licensee remains responsible for operating its business and the Business in compliance with applicable laws and regulations. Licensor has no authority or control over Licensee its agents, employees, representatives, or the Business. Licensee remains exclusively liable for Business operations. Licensor and Licensee mutually indemnify and hold each other harmless for the operation of their respective businesses or any business, action, or inaction which their employees, agents, or representatives took or should have taken. There is no employer-employee relationship between Licensor and Licensee. There is no agency relationship, other than that of licensor and licensee. Neither party is an agent or representative of the other; nor does either party have the authority to act on the other’s behalf in any manner whatsoever.
14. Notices. All notices must be in writing to the addresses listed in the heading of this Agreement, or other address agreed-to by the receiving party, and shall be made by certified mail return receipt requested.
15. Prior Understandings. This Agreement supersedes all prior agreements and contracts between the parties related to the issues contained herein. In the event of any conflict between any previous contract and this Agreement, the terms of this Agreement shall control. Changes to this Agreement must be in writing and signed by all parties.
16. No Assignment. This Agreement and the rights and obligations of the parties hereunder are personal to the parties hereto and may not be transferred, assigned, or pledged, in any manner by any party hereto.
17. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signatures were on one document. The execution of this Agreement and the transmission thereof by facsimile shall be binding on the party signing and transmitting same by facsimile to the same extent as if a counterpart of this Agreement bearing such party’s signature had been personally delivered. Notwithstanding the foregoing, the parties shall exchange original executed counterparts of this Agreement promptly following execution hereof.
18. Hold Harmless. Licensor shall indemnify the Licensee against, and hold it harmless of and from, any and all loss, liability, cost, damage, and expense, including without limitation, reasonable attorneys' fees, which the Licensee or any of its guests, invitees, employees, agents, may suffer or incur by reason of any action, claim, or proceeding brought by any third party against the Licensee, its employees, its contractors, or its agents, arising out of or relating in any way to the Agreement or Licensor’s participation in the Show. Licensee shall not be liable for any damage to the Work or to Licensor not proximately caused by Licensee’s intentional act, negligence, or carelessness.