When you purchase an Offer Vault All Stars Membership at OVAllstars.com, you are acknowledging that you understand and agree to be legally bound by the terms and conditions of this license Agreement (the “Agreement”).
You are purchasing a membership at OVAllstars.com that includes a non-exclusive revocable nontransferable license to use the written, audio, and visual materials located at OVAllstars.com (the “Materials”).
You understand and agree the copyrights and trademarks for these Materials are owned solely by Denmar Management LLC, a New Jersey limited liability company, which has its principal place of business in Upper Saddle River, Bergen County, New Jersey, USA (the “Licensor”), and by purchasing a membership that includes this license you do not acquire any intellectual property rights to the Materials.
You agree to keep confidential the proprietary formulas and copyrighted information you receive in the Materials and agree not to publish, resell, distribute, or summarize them for others’ use in any way. You understand the Materials: (a) remain the sole and exclusive property of the Licensor, which retains all rights thereto; (b) may not be resold by you or otherwise distributed with or without consideration; (c) will not be made available by you to any other person; (d) will not be reproduced or summarized in any manner; and (e) will be destroyed or returned to the Licensor immediately upon demand should you violate any of these terms.
If the Licensor requests destruction of the Materials upon termination of this license Agreement for any reason, you agree to furnish the Licensor with an Affidavit of Destruction in a form satisfactory to the Licensor acknowledging your destruction of all Materials in your possession within ten (10) business days of the termination.
If you violate the terms and conditions of this license Agreement, the Licensor may pursue civil and/or criminal prosecution against you.
You will not at any time during or after the effective term of this license Agreement, dispute or contest, directly or indirectly, the Licensor's exclusive right and title to the Materials and/or the copyrights or the validity thereof. The Licensor, however, makes no representation or warranty with respect to the validity of any trademark or copyright which may issue or be granted therefrom.
You acknowledge the Materials and the copyrights have acquired secondary meaning.
You agree your use of the Materials inures to the benefit of the Licensor and you shall not acquire any rights in the Materials and/or the trademarks and copyrights.
Upon the expiration or termination of this license, you acknowledge all of the rights under this license Agreement shall forthwith terminate and immediately revert to the Licensor and you shall immediately discontinue all use of the Materials and the like at no cost whatsoever to the Licensor.
You recognize the value of the good will associated with the Materials and acknowledge the Materials, and all rights therein including the good will pertaining thereto, belong exclusively to the Licensor.
The Licensor shall have the sole and exclusive right, in its discretion, to institute and prosecute lawsuits against third persons for infringement of the rights licensed in this Agreement. All sums recovered in any such lawsuits, whether by judgment, settlement or otherwise, in excess of the amount of reasonable attorneys’ fees and other out of pocket expenses of such suit, shall be retained solely by the Licensor.
You will fully cooperate with the Licensor in the prosecution of any such suit against a third party and shall execute all papers, testify on all matters, and otherwise cooperate in every way necessary and desirable for the prosecution of any such lawsuit.
The term of this non-exclusive revocable nontransferable license to use the Materials extends only as long as you remain a paid member of OVAllstars.com and shall cease immediately upon the earlier of the termination of your membership for nonpayment of the membership fees or upon your violation of the terms and conditions of this license.
If at least 5 legitimate entries per contest are submitted, Licensor may choose to operate a Case Studies Contest (the “Contest”). Your participation in the Contest is governed by the Contest Rules set forth in this section.
The Licensor reserves the unilateral right to remove any submissions at any time and disqualify from the Contest any Contestant who submits content deemed inappropriate (in the Licensor's sole discretion). This includes, but is not limited to, submissions from profiles that violate OVAllstars.com terms and conditions. All submissions by a Contestant are automatically disqualified without notice, becoming null and void for purposes of this Contest, if the Contestant ceases to be an OVAllstars.com member in good standing for any reason prior to Licensor’s selection and announcement of Contest winners.
In order for a monthly award to be made, Licensor must receive a minimum of five (5) valid case study submissions for that month. Determining the number and validity of case study submissions shall be within the sole unilateral discretion of Licensor. If Licensor determines that less than five (5) valid case study submissions have been received in a month, no monthly contest winner shall be selected for that month and no monthly award shall be given.
If a valid case study is submitted by a Contestant in a month when there are less than five (5) valid submissions, Licensor shall have the right, but not the obligation, to roll over the Contestant’s submission for purposes of treating the case study submission as having been made in the following month.
Individuals who have a business relationship with the Licensor (and are ineligible to compete as Contestants themselves) will select any winning submissions each month. They will be looking primarily for case studies that substantively demonstrates the business benefits of using the Materials.
All awarded compensation must be claimed within seven (7) days of the Licensor's sending notification of the awarded compensation to the winning Contestant (the "Claim Period"). If a winner does not claim his compensation during the Claim Period, the winner forfeits his compensation, and another winner for that compensation may be selected by the Licensor using the same notification and claim procedures as was used for the original winning Contestant who forfeited the compensation.
Each Contestant who is awarded compensation for his case study consents to the use of his name and OVAllstars.com forum name If a Contestant wishes to use his OVAllstars.com forum name only, instead of his real name, for purposes of this Contest, Contestant shall notify Licensor in writing when submitting a case study.Contestants may also request the names of compensation award winners by submitting a self-addressed, stamped envelope to:
If any part of this license Agreement is declared void, this license Agreement, to the maximum practicable extent, shall be construed without reference to that part. No term or provision of the Agreement shall be waived unless in writing and signed by the party waiving the provision, and any waiver shall apply only to the specific event or situation which it describes and shall not be continuing.
To the extent you have in any manner violated or threatened to violate the Licensor's intellectual property rights, the Licensor may seek injunctive or other appropriate relief in any state or United States federal court, and you consent to exclusive jurisdiction and venue in such courts. Use of OVAllstars.com is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Licensor as a result of this Agreement or use of OVAllstars.com, Materials, and/or services.
The Licensor's performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of the Licensor's right to comply with governmental, court and law enforcement. If any provision is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey and the United States of America applicable to Agreements made and to be performed in the state identified above where Licensor has its principal place of business. You agree any legal action or proceeding by you against the Licensor for any purpose will be submitted by you to confidential binding arbitration in Bergen County, New Jersey, under the administered JAMS Streamlined Arbitration Rules and Procedures. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so. Any such claim brought by you under this Agreement may not be aggregated with other claims by you or third parties against the Licensor.
No waiver by the Licensor of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this license Agreement.
You fully understand and agree the license granted hereunder is personal to you and shall not be assigned by any act by you or by operation of law unless with the written consent of the Licensor.
This license Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior license Agreements between the parties, and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This license Agreement shall take precedence over any other documents which may be in conflict with this Agreement.
The section and other headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. All references to this Agreement and the words “herein”, “hereof”, “hereto” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision.
This Agreement shall be interpreted in accordance with the plain meaning of its terms and not strictly for or against any party hereto or the drafter(s) of this Agreement.
Copyright © 2013 Law Office of Michael E. Young PLLC and licensed for use by Denmar Management, LLC. All Rights Reserved. No portion of this document may be copied or used by anyone other than the licensee without the express written permission of the copyright owner.