Zero Reasons Why™ License Agreement

1. License

   • Grant of Rights. Subject to the terms and conditions of this Agreement (including Licensee’s timely payment of all Fees owing hereunder), Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable (except as explicitly permitted in this Agreement) license to use the Licensed Property (as defined below) during the Term (as defined below) in the Territory (as defined below) for the limited purpose of conducting the Campaign (as defined below). Licensee acknowledges and agrees that the license granted to it under this Agreement does not include the right to modify, edit, translate, include in collective works, or create derivative works of the Licensed Property in whole or in part, except as specifically permitted herein. The Licensed Property is being licensed, not sold, to Licensee. Licensor reserves all rights not expressly granted to Licensee under this Agreement.
   • The Campaign. The Campaign shall consist of a “Zero Reasons Why” campaign as further described in Exhibit A attached hereto and made a part hereof as if fully set forth herein (the “CAMPAIGN”).
   • Licensed Property. “LICENSED PROPERTY” means all promotional material included in the Campaign promotional package that is provided by Licensor to Licensee during the Term. Examples of items that may be included are logos, branding guidelines, templates for creatives, brochures, typography, slogans, designs, and the like. Licensor may provide additional guidelines, procedures, policies, or other instructions for using the Licensed Property (“USE GUIDELINES”) from time to time. Any Use Guidelines may also be updated from time to time by Licensor with no notice required, but Licensor will give notice of such changes—and Licensee shall follow all such Use Guidelines for the use of the Licensed Property including decency standards as identified in Exhibit A.
   • No Co-branding. Other than co-branding with the brand identified in Exhibit B, the license granted in this Agreement does not include the right to co-brand the Campaign with other brands not included in the Licensed Property without the express written permission of Licensor, which permission may be granted or withheld by Licensor in its own discretion and with or without cause. Co-branding shall be the display of Licensed Property or operation of the Campaign in association with a brand owned or controlled by a third-party in a manner that would give a reasonable impress that the third-party brand is associated with the Campaign.

2. Territory

   • The territory covered by this Agreement is the geographic territory described in Exhibit B (the “TERRITORY”).For proactive digital outreach activities (e.g., search engine or social media advertisement campaigns) related to the Campaign, all such outreach activities shall be targeted at persons located within the Territory. Passive online activities (e.g., website or non-promoted social media posts) may be viewable by persons located anywhere in the world.

3. Usage of the Licensed Property

   • No Modifications of Licensed Property. Any and all Licensed Property must be used in the format provided by Licensor to Licensee and in accordance with the terms of this Agreement and any Use Guidelines. In no event shall Licensee use, reproduce, distribute, disseminate, or otherwise exploit, in any manner or for any purpose, derivatives of the Licensed Property, or any element or portion thereof, without Licensor’s prior written approval, which may be given or withheld in Licensor’s sole discretion. Any modification or variation in the Licensed Property, or any element or portion thereof, may not be used without Licensor’s written approval. Any approval shall not waive, diminish, or negate Licensee’s indemnification obligations to Licensor herein. Notwithstanding the foregoing, if the Licensed Property specifically and explicitly calls for some modification by Licensee prior to use, Licensee may make such modifications only within the scope permitted by Licensor’s instructions provided with the Licensed Property.
   • Approval Process for Modified Licensed Property. Licensee shall create and deliver to Licensor a copy of the proposed derivative work sufficiently in advance of its intended distribution such that Licensor can approve or disapprove of the use and treatment of the modified Licensed Property in the submission. Licensor’s silence or failure to respond to a request for approval shall in no event be deemed approval. Licensee shall make all changes to the submission as requested by Licensor. Licensee shall not take any steps to publish, air, or otherwise distribute the Campaign unless and until Licensor has approved the final proposed submission thereof.
   • Permissions. In the event that a template or other item in the Licensed Material calls for the incorporation of Licensee generated media (e.g., image, video, audio, or combination thereof) into the material before publication, Licensee shall obtain from all persons and entities who are, or whose trademark, product, or other property is, identified, depicted, or otherwise referred to in the material, such written and signed licenses, permissions, waivers, releases, and consents (“PERMISSIONS”), including those relating to publicity, privacy, and any intellectual property rights, as are, or reasonably may be expected to be, necessary for Licensee to use such media in conjunction with the Licensed Property without violating any right of any such person or entity. Licensee shall provide a copy of each Permission to Licensor upon Licensor’s request.

4. Fee

   • As consideration for the grant of rights and license herein, Licensee shall pay Licensor a one-time license fee, in the amount indicated in Exhibit B, upon execution of this Agreement.

5. Loan of Materials

   • If Licensor, in its sole discretion, agrees to loan physical copies of the Licensed Property to Licensee, Licensee agrees to pre-pay all reproduction, laboratory, shipping, insurance, and other direct costs Licensor incurs in making the physical Licensed Property available to Licensee. At Licensor’s request, Licensee shall insure the shipment of the Licensed Property in an amount specified by Licensor with an insurer approved by Licensor. Licensee shall return the Licensed Property in the same condition as provided to Licensee by Licensor as soon as reasonably practicable or upon Licensor’s demand. Licensee shall reimburse Licensor for all costs associated with replacing or repairing the Licensed Property if such are lost, stolen, damaged, or destroyed while out of Licensor’s possession pursuant hereto.

6. Credit: Attribution

   • Licensee shall provide Licensor with an appropriate credit on all versions of published Licensed Property equal in all respects to any other similar credits Licensee may provide, in substantially the form:
     • © 2020-2024 Overflow, LLC. Made available courtesy of Overflow™ and ® Overflow, LLC.
   • Example of what the Licensee should provide in the footer of their publications:
     • © 2020-2024 Overflow, LLC. Made available under license from Overflow LLC.™ and ® Overflow, LLC.
   •  Licensee shall not remove any copyright or other intellectual property notices contained on or included in the Licensed Property.

8. Ownership and Protection

   • Acknowledgment of Ownership. Subject to the license granted under Section 1, Licensor reserves and retains all right, title, and interest in and to the Licensed Property as well as any modifications or alterations to the Licensed Property. Neither this Agreement, nor any action, omission, or statement by Licensee or Licensor, nor Licensee’s use of the Licensed Property, conveys any ownership rights in the Licensed Property or to any element or portion thereof. Licensee further acknowledges that all goodwill accruing from the use of the Licensed Property by Licensee shall inure solely to the benefit of Licensor. No use by Licensor of the Licensed Property in any media or manner shall be deemed by Licensee to interfere with the limited grant made to it by Licensor pursuant hereto. Any improvements, adaptations, modifications, or derivative works to the Licensed Property, whether made by Licensee, Licensor, or any other person, shall be and remain the sole and exclusive property of Licensor and Licensee hereby assigns (and agrees to take such further actions and execute such further documents as requested by Licensor to assign) all right, title, and interest Licensee may have in and to the same, including any so-called “moral rights” or rights of droit moral, exclusively to Licensor, free and clear of all liens, claims, security interests, or encumbrances.
   • Protection of the Licensed Property.
     • Notification. Licensee shall, at its sole expense, maintain any copies of the Licensed Property within Licensee’s possession, custody, or control under first-class conditions and shall take all measures to protect and safeguard the Licensed Property. Licensee shall immediately notify Licensor in writing with reasonable detail of any: (i) actual, suspected, or threatened infringement of the Licensed Property as used in the Campaign; (ii) actual, suspected, or threatened claim that use of the Licensed Property as permitted hereunder infringes the rights of any third party; or (iii) any other actual, suspected, or threatened claim to which Licensee’s use of the Licensed Property may be subject.
     • Actions. With respect to any of the matters listed in Section 7.2(a): (i) Licensor has exclusive control over, and conduct of, all claims and proceedings; (ii) Licensee shall provide Licensor with all assistance that Licensor may reasonably require in the conduct of any claims or proceedings; and (iii) Licensor shall bear the cost of any proceedings and will be entitled to retain all sums recovered in any action for its own account.

9. Licensed Property

   • Licensor understands that in the operation of the Campaign, Licensee may use the services of volunteers and other non-employee individuals or entities (“ASSOCIATES”) to promote the Campaign message. Licensor hereby grants to Licensee a limited, non-transferable, non-sublicensable limited license to sublicense the Licensed Property to such Associates; provided, that, (a) such license provides no greater rights to Associates as is granted to Licensee under Licensee’s license to use the Licensed Property under this Agreement and solely to further the Campaign; and (b) Licensee remains responsible for all uses of the Licensed Product by Associates, including all Associates’ compliance with the terms of this Agreement. In no event shall such a grant of authority be, or be construed as, a delegation of Licensee’s duties hereunder; Licensee shall remain responsible at all times for ensuring compliance with this including any Use Guidelines, whether by itself (including officer’s employees, or other agents) or by Associates. Licensor shall provide Associates a copy of all Use Guidelines as updated by Licensor from time to time and shall be responsible for ensuring Associates’ compliance therewith. Breaches of this Agreement by Associates shall be deemed a breach by Licensee as if Licensee committed the breach itself.

10. Confidentiality

    • From time to time, during the term, either party (“DISCLOSING PARTY”) may disclose or make available to the other party (“RECEIVING PARTY”) information about its business affairs, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, including business operations and strategies, marketing plans, research material and data, creative elements, style guides, designs, effects and special effects, artwork, and visual representations related to the Campaign, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “CONFIDENTIAL INFORMATION”). Confidential Information excludes information that, at the time of disclosure: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section by the Receiving Party; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party before being disclosed by or on behalf of the Disclosing Party; or (d) was or is independently developed by the Receiving Party without reference to or use, in whole or in part, of any of the Disclosing Party’s Confidential Information. The Receiving Party shall, for the duration of this Agreement and for three (3) years thereafter: (i) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person or entity, except: (A) to the Receiving Party’s officers, employees, agents, consultants, and legal advisors who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the Agreement, or (B) pursuant to applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction, provided that the Receiving Party shall first provide the Disclosing Party with: (1) prompt written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and (2) reasonable assistance, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. At any time during or after the term of this Agreement, at the Disclosing Party’s written request, the Receiving Party shall promptly return, and shall require its representatives to return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed.

11. Disclaimers

    • LICENSOR MAKES NO CLAIM OR GUARANTEE REGARDING THE TRUTH OR ACCURACY OF THE LICENSED PROPERTY. THE LICENSED PROPERTY RELATES TO MATTERS OF MENTAL HEALTH; LICENSED PROPERTY IS NOT INTENDED AS AND SHALL NOT BE USED OR PRESENTED BY LICENSEE AS MEDICAL ADVICE. LICENSOR IS NOT A MEDICAL PROVIDER AND ANY HEALTH CONCERNS BY LICENSEE OR ANY AFFILIATED PERSON SHALL BE PRESENTED TO A LICENSED MEDICAL PROVIDER. EXCEPT AS SET FORTH IN SECTION 11.1 BELOW, NEITHER LICENSOR NOR ANY OF LICENSOR’S SUPPLIERS, VENDORS, OFFICERS, MEMBERS, MANAGERS, DIRECTORS, EMPLOYEES, OR AGENTS MAKES, AND LICENSOR ON BEHALF OF ITSELF AND SUCH PERSONS EXPRESSLY DISCLAIMS, ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, UNDER THIS AGREEMENT INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, COURSE OF DEALING, USAGE OF TRADE, OR ANY OTHER WARRANTY. LICENSOR DOES NOT WARRANT THAT THE LICENSED PROPERTY WILL BE ERROR FREE.

12. Representations and Warranties

    • Licensor represents and warrants that:
      • it has the right to enter into this Agreement and perform its obligations hereunder; and when executed and delivered by each of Licensor and Licensee, this Agreement will constitute the legal, valid, and binding obligation of Licensor, enforceable against Licensor in accordance with its terms; and
      • it owns or has an appropriate license to the Licensed Property in connection with Licensee’s uses permitted hereunder.
    • Licensee represents and warrants that:
      • it has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder; and when executed and delivered by each of Licensee and Licensor, this Agreement will constitute the legal, valid, and binding obligation of Licensee, enforceable against Licensee in accordance with its terms;
      • the execution, delivery, and performance of this Agreement by Licensee will not violate, conflict with, require consent under, or result in any breach or default under the provisions of any contract or agreement to which Licensee is a party;
      • Licensee will not engage or participate in any activity or course of action that could diminish or tarnish the image or reputation of the Licensed Property or Licensor, or cause confusion as to the ownership of the Licensed Property;
      • Licensee will obtain and pay for any costs associated with the approval of all persons or entities whose consent may be required in connection with Licensee’s use of the Licensed Property (including Permissions from Section 3.3), including without limitation any persons who may have made contributions thereto; and
      • to Licensee’s knowledge, the Campaign and any material contributed by Licensee does not and will not infringe, misappropriate, or otherwise violate the US intellectual property or other US rights of any third party or violate any applicable regulation or law.

13. Indemnity

    • Licensor shall indemnify, defend, and hold harmless Licensee from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “LOSSES”), resulting from the Licensed Property actually infringing the intellectual property rights of any third party to this Agreement.
    • Licensee shall indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any Losses arising out of or in connection with any third-party claim, suit, action, or proceeding relating to Licensee’s use of the Licensed Property, or any actual or alleged breach by Licensee of its representations, warranties, covenants, or other obligations hereunder.

14. Term and Termination

    • Term. The term of this Agreement shall commence as of the Effective Date and, unless terminated earlier as provided herein, shall remain in force for the campaign period designated in Exhibit B (the “TERM”). Notwithstanding the foregoing, Licensor may terminate this Agreement at any time upon sixty (60) days advance written notice to Licensee.
    • Termination by Licensor for Cause. Licensor shall have the right, in its sole discretion, in addition to any and all other rights and remedies and at no cost or expense to itself, to declare a material breach of this Agreement and to terminate this Agreement effective immediately upon notice to Licensee at any time upon or after the occurrence of Licensee’s breach of any material term or warranty in this Agreement not reasonably capable of cure within thirty (30) days of Licensee’s receipt of written notice from Licensor of such breach. This Agreement shall terminate immediately and automatically, without notice, upon the occurrence of any of the following events, each of which shall be deemed a material breach of this Agreement: (a) Licensee’s assignment or sublicense of this Agreement; (b) unauthorized use of the Licensed Property; and (c) Licensee: (i) becomes insolvent or admits its inability to pay its debts generally as they become due, (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose, (iv) makes a general assignment for the benefit of creditors, or (v) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business bankruptcy or insolvency.
    • Effect of Termination. Upon termination of this Agreement, Licensee shall cease use and distribution of the Licensed Property and shall provide Licensor with adequate and appropriate written proof of same. Upon the expiration or termination of this Agreement, all of the following shall occur: (a) Licensee shall permanently discontinue production, distribution, or other use of the Licensed Property and any other activities related to the Campaign; (b) Licensee shall immediately terminate all third-party agreements relating to the Licensed Property; (c) all rights granted to Licensee hereunder shall immediately terminate; (d) Licensee shall not be relieved or released from any of its obligations existing prior to the date of such termination or expiration including, without limitation, payment of all payments due hereunder, all of which shall be immediately due and payable to Licensor; and Licensee’s representations, warranties, and indemnity obligations hereunder shall survive expiration or termination of this Agreement.

15. Remedies

    • Equitable Relief. Licensee acknowledges that a breach or threatened breach by Licensee under this Agreement would give rise to irreparable harm to Licensor for which monetary damages would not be an adequate remedy. In the event of such a breach or a threatened breach by Licensee, Licensor will, in addition to any and all other rights and remedies that may be available to it at law, at equity, or otherwise in respect of such breach, be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction, without any requirement to (a) post a bond or other security, or (b) prove actual damages or that monetary damages will not afford an adequate remedy.
    • Equitable Relief. Licensee acknowledges and agrees that (a) monetary damages at law are a fully adequate remedy to compensate Licensee for any breach or threatened breach of this Agreement by Licensor, and (b) an action at law for monetary damages is Licensee’s sole and exclusive remedy for any such breach. No breach by Licensor of this Agreement will entitle Licensee to equitable relief, including specific performance, injunctive relief, rescission, or any other form of equitable remedy. Without limiting the generality of the immediately preceding two sentences, Licensee shall not seek equitable relief to rescind this Agreement or seek injunctive relief to enjoin or otherwise restrain or limit the use or other exploitation of the Licensed Property or any rights therein. Licensee acknowledges and agrees that monetary damages would not be sufficient to compensate Licensor for a breach of this Agreement by Licensee and that, in addition any other remedy available to Licensor at law, in equity, or under contract, Licensor shall be entitled to immediate injunctive relief upon a breach of this Agreement by Licensee, without being obligated to post bond or prove damages.

16. General

    • Entire Agreement. This Agreement, including and together with any related attachments, constitutes the sole and entire agreement of the parties with respect to the License contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
    • Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the enforceability of any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the court may modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    • Assignment. Except as explicitly permitted hereunder, Licensee shall not assign or otherwise transfer any of its rights, or delegate, subcontract, or otherwise transfer any of its obligations or performance, under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is null and void. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
    • Choice of Law; Venue; Waiver of Jury Trial. This Agreement and all matters arising out of it, including tort and statutory claims, are governed by the laws of Missouri without giving effect to any conflict of laws provisions. Either party may institute any legal suit, action, or proceeding arising out of or relating to this Agreement in the federal or state courts in each case located in Jackson County, Kansas City, Missouri, and each party irrevocably submits to the exclusive jurisdiction of such courts in any legal suit, action, or proceeding. Each party hereby acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement.
    • Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
    • Amendment. No amendment to this Agreement is effective unless it is in writing and signed by an authorized representative of each party.
    • Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    • Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

16. Decency Clause for Use of Licensed Property

• Content Standards: The Licensee agrees to create and share content on social media platforms in a manner consistent with community norms, ethical guidelines, and applicable laws. Content should be respectful, non-offensive, and suitable for all audiences.
• Prohibited Content:
  • Hate Speech and Discrimination: Licensee shall not post content that promotes hate speech, discrimination, or harmful stereotypes based on race, ethnicity, gender, religion, sexual orientation, disability, or any other protected characteristic.
  • Obscenity and Vulgarity: Content must not contain obscene, vulgar, or sexually explicit material.
  • Defamation: Licensee shall refrain from making false statements about any individual, organization, or product.
  • Illegal Activities: Content should not endorse or encourage illegal activities.
  • Privacy Violations: Licensee must respect the privacy of others and avoid sharing personal information without consent.
  • Misinformation: Licensee shall verify facts before sharing information to prevent the spread of misinformation.
• Removal and Termination: If, in the sole discretion of Licensor, the Licensee violates this decency clause, the Licensor reserves the right to request the removal of offending content or immediately terminate the License Agreement for cause pursuant to Paragraph 13.2 of the License Agreement.
• Good Faith Efforts: The Licensee agrees to act in good faith and promptly address any concerns raised by the Licensor regarding content.
• Indemnification: The Licensee shall indemnify and hold harmless the Licensor from any claims arising from or related to the Licensee’s content.