LICENSE AGREEMENT
(O-Shot®, Orgasm Shot®, Vampire Wing Lift™, P-Shot®, Priapus Shot®, Vampire Facelift®, Vampire Facial®, Vampire Breast Lift®, & Vampire Nipple Lift®)
IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (“LICENSE AGREEMENT”) CAREFULLY BEFORE USING THE TRADEMARK(S) (AS SET OUT BELOW). CELLULAR MEDICINE ASSOCIATION, INC. (“CMA”), LICENSING ENTITY FOR CHARLES E. RUNELS, JR., M.D. (“RUNELS”), IS WILLING TO LICENSE THE TRADEMARK(S) TO YOU AS THE INDIVIDUAL, THE COMPANY, OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE TRADEMARK(S) (REFERENCED BELOW AS “YOU” OR “YOUR”) ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS LICENSE AGREEMENT. THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND CMA. BY CLICKING THE “I AGREE” OR “YES” BUTTON OR OTHERWISE INDICATING ASSENT ELECTRONICALLY, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK THE “CANCEL” OR “NO” OR “CLOSE WINDOW” BUTTON OR OTHERWISE INDICATE REFUSAL, AND MAKE NO FURTHER USE OF THE TRADEMARK(S).
1. License:
The License Agreement set out below governs your use of the Trademark(s) O-Shot®, Orgasm Shot®, P-Shot®, Priapus Shot®, Vampire Facelift®, Vampire Facial®, Vampire Breast Lift®, and Vampire Nipple Lift® ("Trademark(s)"). The Trademark(s) are registered to Charles E. Runels, Jr. M.D. (“Runels”) and are protected by trademark law. Cellular Medicine Association, Inc. (“CMA”) is the licensing entity who licenses said Trademark(s) for Runels. Although Runels continues to own the Trademark(s), after Your acceptance of this License Agreement with CMA, You will have certain rights to use the Trademark(s) during the Licensing Period (as defined below). All rights not expressly granted to You by CMA are retained by Runels.
The “Licensing Fee(s)” for the Trademark(s) are as follows:
O-Shot®, Orgasm Shot®, Vampire Wing Lift™ $97.00 per month;
P-Shot®, Priapus Shot® $97.00 per month;
Vampire Facelift®, Vampire Facial®, & Vampire Breast Lift®, Vampire Nipple Lift® $97.00 per month;
Vampire Facial® as a stand-alone $47 per month.
The “Licensing Period” shall begin on the date of Your initial use of the Trademark(s), or the date you have accepted this License Agreement. (1) office location: You must pay a separate Licensing Fee for each office location. The Licensing Period shall be ongoing month to month until terminated by You or CMA. You may terminate the Licensing Period as outlined in paragraph 15 below without penalty so long as You cease and desist from using the Trademark(s).
2. Rights and Obligations:
Your rights and obligations under this License Agreement with respect to the use of these
Trademark(s) are as follows.
During the Licensing Period:
You may use the Trademark(s) for so long as You pay the Licensing Fee(s) and follow accepted CMA protocols developed by Runels; and.
You will be listed as a licensed provider on the CMA website.
You understand and agree to the following:
that You may not teach the trademarked procedures;
that you must adhere to CMA minimum pricing policies, which are posted on the CMA website;
that if You quit paying the Licensing Fee(s) and continue to use the Trademark(s), You will pay CMA $50,000 per infringement;
that You will pay CMA $50,000.00 as liquidated damages for Your infringement on the Trademark(s); and,
that You will pay all costs of litigation, including attorney’s fees and court costs, for Your infringement on the Trademark(s).
3. Nondisclosure of Confidential Information:
As a participant in any of CMA’s training programs, you will be exposed to Confidential Information (defined below) belonging to Runels in connection with the training programs in which you participate. As such, you are responsible to maintain the confidential nature of that information and not disclose it to any third parties, as more particularly described below. To be eligible to participate in CMA’s training programs, you must agree to the nondisclosure of Runels’ Confidential Information.
4. Confidential Information:
“Confidential Information” shall mean any and all information provided by CMA and Runels including, but not limited to, Runels’ current medical procedures, future medical procedures, marketing information and procedures, product releases, and other information that may be shared with you as part of CMA’s training programs in which you participate, as well any and all other ideas disclosed to you related to Runels’ current medical procedures, future medical procedures, product releases, and other proposed products and services.
5. Restrictions on Use of Confidential Information:
All information that CMA shares with you as part of the training programs shall be deemed Confidential Information and shall be used by you for the sole and limited purpose of participating in CMA’s training programs in strict accordance with Runels’ instructions and any other terms and conditions set forth by Runels with respect to such training programs.
6. Restrictions on Disclosure of Confidential Information:
You agree that at all times you will hold in strict confidence and not disclose any Confidential Information to any third party except as expressly instructed by CMA in connection with CMA’s training programs.
7. Your Obligation to Notify CMA:
You shall immediately notify CMA in the event of any loss or unauthorized disclosure of any Confidential Information, including unauthorized access to content associated with a training program or the theft or loss of any training program materials.
You shall immediately notify CMA in the event that you receive a legal request demanding disclosure of Confidential Information.
You shall notify CMA by the means set forth below in paragraph 26 below.
8. Limited License to Use Confidential Information:
You may display, reproduce, store, and otherwise use Confidential Information only as expressly permitted by CMA in connection with the training program(s) in which you participate.
Any reproduction of any Confidential Information shall remain the property of CMA and Runels.
9. Term of Obligations Regarding Confidential Information:
You agree to protect and preserve the secrecy of all Confidential Information provided by CMA and Runels to you until such time as that information is released by Runels in the public domain.
10. Modification and Waiver:
CMA reserves the right at any time to modify this License Agreement and to impose new or additional terms or conditions on your use of Runels’ trademark(s) and intellectual property. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. Your continued use of the trademark(s) and intellectual property will be deemed acceptance thereof. You agree to such updated terms.
It is agreed that no waiver by either party hereto of any breach of any of the provisions herein set forth shall be deemed a waiver as to any subsequent and/or similar breach.
11. Survival of Nondisclosure Agreement:
You understand and agree that the Nondisclosure Agreement and the legal rights of CMA and Runels stated therein survive the term of the License Agreement and any other termination thereof.
12. No Warranty:
CMA AND RUNELS DO NOT MAKE ANY REPRESENTATION, WARRANTY, OR ASSURANCE OF ANY NATURE, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION FURNISHED OR TO BE FURNISHED TO YOU. CMA and Runels shall not have any liability to you or your representatives relating to or arising from the use of the Confidential Information or any errors or omissions associated with the Confidential Information.
13. Indemnification:
CMA and Runels assume no liability to You or third parties with respect to the medical procedures performed and rendered by You in regards to the licensed Trademark(s). You agree to indemnify and hold harmless CMA and Runels, their employees and agents from any and all claims, demands, actions, causes of action, suits, damages, liabilities and costs and expenses of every nature, including attorney’s fees, relating to or arising out of the sale or use of the licensed Trademark(s). This indemnification shall include, but is not limited to, any and all claims or suits for which either party is alleged or found to have been wholly or partially negligent.
14. Remedies for Breach of License Agreement and Enforcement and for Unauthorized Use or Disclosure of Confidential Information:
You acknowledge that Your breach of this Agreement will result in immediate and irremediable damage to CMA and Runels, and that money damages alone would be inadequate to compensate CMA and Runels. Therefore, in the event of a breach or threatened breach of any provision of this Agreement by You, CMA and Runels may, in addition to all other remedies, immediately obtain and enforce injunctive relief prohibiting the breach or compelling specific performance.
You understand and agree that the subject matter of this License Agreement is unique and that it may be impossible to measure the damages that would result from the breach of this License Agreement or the unauthorized use or disclosure of the Confidential Information subject to this Agreement.
You understand and agree that if you violate the terms of nondisclosure in this Agreement, CMA may, in its sole discretion, terminate Your licensee status and access to any or all of Runels’ training programs and materials. In addition, CMA reserves the right to seek any and all remedies CMA and Runels may have against You at law or in equity.
You agree that CMA has the right to have all obligations and terms of this License Agreement specifically performed by You and that CMA has the right to obtain preliminary and permanent injunctive relief to secure Your performance and/or prevent a breach of this License Agreement even absent proof of actual damages. You agree to waive any requirement that CMA secure or post a bond in connection with such remedies.
15. Methods of Termination:
This License Agreement and all rights hereby granted may be revoked and terminated at any time by either party without cause on thirty (30) days’ written notice to the terminated party. However, CMA may immediately terminate this License Agreement if You become insolvent, make an assignment for the benefit of creditors, or have a petition in bankruptcy filed for or against You.
Termination of this License Agreement shall not impair any accrued rights of CMA.
16. Effects of Termination:
Upon the termination of this License Agreement, all rights granted to You hereunder shall revert to CMA and Runels, and You shall make no claims to such rights.
17. Your Duties Upon Termination:
Upon termination of this License Agreement, You agree to immediately discontinue the use of the licensed Trademark(s), within thirty (30) days after termination and to pay to CMA all License Fees accrued to the time of termination.
18. Successors and Assigns:
This License Agreement and Nondisclosure Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. However, You may transfer Your rights and obligations under this License Agreement and Nondisclosure Agreement only with CMA’s prior express written consent.
19. Authority to Enter into Agreement:
You represent and warrant that You have the legal capacity and authority to enter into this License Agreement and that the obligations of this License Agreement do not conflict with Your obligations under any other agreements.
20. Severability:
If any provision of this License Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the provision shall be stricken from the License Agreement without affecting the enforceability of the remaining provisions of this License Agreement. You agree that You and CMA intend that this License Agreement be enforceable to the fullest extent permitted by law.
21. Headings:
The headings contained in this License Agreement are for convenience only and shall not in any way affect the interpretation of any provision of this License Agreement.
22. Applicable Law:
This License Agreement shall be governed by, and construed and enforced in accordance with the substantive laws of the State of Nevada, without regard to its principles of conflicts of laws, and without regard to any United Nations Convention, and shall be deemed to be effective as of the first day of Your licensing any of Runels’ Trademark(s) and intellectual property from CMA.
23. Venue:
You hereby consent, and agree to submit, to the jurisdiction of the state courts of Mobile County, Alabama or the federal courts of the Southern District of Alabama with respect to any claims arising out of this License Agreement or your participation in any of CMA’s training programs. You hereby specifically waive any other venue to which You might be entitled by domicile or otherwise.
24. Term of Agreement:
This Agreement shall continue in full force and effect from the Effective Date until terminated by operation of law or by the acts of the parties in accordance with the terms of this Agreement; provided that You are in good standing and in compliance with all terms of the Agreement.
25. No Partnership or Franchise:
This Agreement does not constitute and shall not be construed to constitute a partnership or joint venture between You and CMA, or a franchise agreement between You and Runels. You shall have no right to obligate or bind CMA or Runels in any manner whatsoever, and nothing contained in this Agreement shall give or is intended to give any rights of any kind to third persons. The parties understand that no party is an agent, employee or servant of the other party.
26. Notices:
CMA shall issue notices to You regarding this License Agreement and the associated training programs via email or regular mail to the address You provide CMA immediately upon agreeing to this License Agreement. You agree to send any notices required by this License Agreement or otherwise associated with this License Agreement or CMA’s training programs via U.S. Priority Express Mail to:
Cellular Medicine Association, Inc.
52 S. Section Street, Suite A
Fairhope, AL 36532
27. Non-Disparagement:
I agree that during my time as a Licensee of any Trademark registered to Runels and licensed by CMA, which is subject to this License Agreement, I will not disparage Runels, CMA or any of its directors, officers, agents or employees, or otherwise take any action or cause any action to be taken which could reasonably be expected to adversely affect the personal or professional reputation of Runels, CMA or any of its directors, officers, agents or employees.
28. Duty to Cooperate:
I agree to fully cooperate with CMA and its counsel, and Runels and his counsel, with respect to any matter (including litigation, investigations, or governmental proceedings) which relates to matters with which I was involved during my time as a Licensee of any Trademark registered to Runels and licensed by CMA, which is subject to this License Agreement, and shall render such cooperation in a timely manner on reasonable notice from CMA and/or Runels.
29. Attorney’s Fees:
You agree to pay all costs of litigation, including attorney’s fees and court costs, for Your breach of this License Agreement.
30. Entire Agreement:
This License Agreement constitutes the entire agreement between You and CMA with respect to licensing Runels’ trademarks, intellectual property, confidential information, and training programs. This License Agreement supersedes all prior oral or written agreements, commitments, or understandings regarding licensing Runels’ trademarks, intellectual property, confidential information, and training programs. This License Agreement contains the entire agreement between the Parties with regard to the subject matter hereof and supersedes all other statements and representations pertaining to this subject matter.