OVALLSTARS

MEMBERSHIP LICENSE AGREEMENT


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”).


1. Scope of License

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”).


2. Intellectual Property Ownership

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.


3. Term of License

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.


4. Case Studies Contest

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.


4.1. For OVAllstars.com Members in Good Standing Only. No Additional Purchase Necessary. Void where prohibited or otherwise restricted by law. See Section 4.5 below for more details regarding membership requirements for contest eligibility.
4.2. Contest Description The Contest consists of OVAllstars.com members in good standing submitting written, video, and/or audio case studies describing their experiences using the Materials and how it has affected their businesses.
4.3. Compensation Work-for-hire compensation may be awarded by the Licensor to Contestants whose cases studies are selected as winners. This compensation may include:
  • One discretionary monthly award of up to the amount of U.S. $5000
  • Such other compensation, if any, as the Licensor may unilaterally decide to award.

  • 4.4. Eligible Contestants This contest is open worldwide to most OVAllstars.com members who are in good standing and are eighteen (18) years of age or older. However, if you as an individual, or your country of residence, are identified by the U.S. Department of Treasury's Office of Foreign Assets Control as subject to sanctions or restrictions (click this link for more information), you are ineligible to participate in this contest. To ensure fairness, the Licensor's owners, employees and family members are also ineligible.

    4.5. How To Compete And Win For purposes of the Contest, the submission of a case study by a member in good standing to Licensor constitutes a submission for the Contest unless the submission is accompanied by a written statement requesting to opt out of the Contest. Up to two submissions per member may be entered into the Contest for consideration each month. By making a submission, the member in good standing becomes a Contestant.

    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.


    4.6. Minimum number of entries required.

    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.


    4.7. Internal Voting By The Licensor's Owners, Agents, And Employees.

    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.


    4.8. Compensation Award Notification And Forfeiture Winners will be notified by the email addresses supplied by the members to Licensor when becoming members. The Licensor may also post the names of winners at OVAllstars.com. The Licensor is not responsible for any delay or failure to receive notification for any reason, including inactive email accounts, technical difficulties associated therewith, or a winner’s failure to adequately monitor his email account.

    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:


    OVAllstars.com
    Denmar Management, LLC
    39 Brownstone Way
    Upper Saddle River, NJ 07458

    4.9. Taxes All taxes associated with compensation paid are the sole responsibility of each Contestant who receives such an award. The Licensor reserves the right to withhold any taxes as required by applicable law.

    4.10. Conditions Of Participation By participating in this Contest, the Contestant (a) agrees to and shall abide by these Contest Rules and the decisions of the Licensor shall be final in all respects and (b) consents to the use of winners’ names and OVAllstars.com forum name and any statements, quotes or testimonials provided by the winners for advertising and publicity purposes without further compensation, except where prohibited by law. The Licensor reserves the right to disqualify any Contestant or winner who, in the Licensor's reasonable suspicion, hinders the entry or order process, violates these official rules, or acts in an unsportsmanlike or disruptive manner.

    4.11. DISCLAIMER AND LIMITATION OF LIABILITY THE LICENSOR MAKES AND GIVES NO REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE CONTEST OR ANY COMPENSATION AWARD OR ANY CONTESTANT’S PARTICIPATION IN THE CONTEST. THE LICENSOR SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE, COST, OR INJURY THAT ARISES FROM ANY OCCURRENCE, EVENT OR CONDITION OUTSIDE THE LICENSOR’S REASONABLE CONTROL THAT MAY AFFECT THE CONTEST OR CAUSE THE CONTEST TO BE DISRUPTED, SUSPENDED OR CORRUPTED, INCLUDING: (I) TELEPHONE, ELECTRONIC, HARDWARE OR SOFTWARE PROGRAM, NETWORK, INTERNET, OR COMPUTER MALFUNCTIONS, FAILURES, VIRUSES OR DIFFICULTIES OF ANY KIND; (II) FAILED, INCOMPLETE, GARBLED, OR DELAYED COMPUTER TRANSMISSIONS; AND (III) THE DOWNLOADING OF ANY MATERIAL IN CONNECTION WITH THIS CONTEST. THE LICENSOR RESERVES THE RIGHT, IN ITS SOLE DISCRETION AND WITHOUT PRIOR NOTICE, TO SUSPEND OR CANCEL THE CONTEST OR ALTER THE RULES IF AT ANY TIME A COMPUTER VIRUS, TECHNICAL PROBLEM, OR OTHER UNFORESEEABLE OCCURRENCE, EVENT OR CONDITION ALTERS OR CORRUPTS THE ADMINISTRATION OF THE CONTEST.

    4.12. RELEASE BY PARTICIPATING IN THIS CONTEST, EACH CONTESTANT RELEASES AND AGREES TO HOLD HARMLESS THE LICENSOR AND ITS PARENT COMPANIES, SUBSIDIARIES, CONTESTANTS, DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES AND AGENTS FROM ANY LIABILITY WHATSOEVER FOR ANY CLAIMS, COSTS, LOSSES OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, THOSE RELATED TO PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY, INFRINGEMENT OF PROPRIETARY RIGHTS, RIGHTS OF PUBLICITY OR PRIVACY OR DEFAMATION), ARISING OUT OF OR IN CONNECTION: (I) ENTERING OR PARTICIPATING IN THE CONTEST; (II) ACCEPTANCE OR USE OF ANY COMPENSATION AWARD; OR (III) OTHERWISE ARISING OUT OF OR RELATING TO THE CONTEST.

    4.13. Intellectual Property All case studies submitted to the Licensor become the intellectual property of Licensor. As a pre-condition to receiving any compensation awarded, a winning Contestant must submit a signed and notarized copyright assignment for the winning case study to the Licensor in a form satisfactory to Licensor. Upon request by the winning Contestant, Licensor shall provide the winning Contestant with a Copyright Assignment form to use for this purpose.

    4.14. Independent Contractor Status By submitting a case study for the Contest, a Contestant is seeking to become an independent contractor and not Licensor's employee. Under no circumstances shall this Agreement be construed to be gambling or a game of chance by any party or third parties. Each case study submitted by a Contestant is a potential work-for-hire, with the winning case studies, if any, being paid for by Licensor per the terms of this Contest. Neither Licensor nor any Contestant is an agent, representative, or partner of the other. Neither party shall have any right, power or authority to enter into any Agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Contest does not create an association, agency, joint venture, or partnership between Licensor and any Contestant or impose any liability attributable to such a relationship upon either party.

    4.15. Privacy The Licensor is fully committed to protecting your privacy and respecting your choices. Should a Contestant decide to voluntarily supply the Licensor with personal information, it will be stored in the Licensor’s secure database, where appropriate procedures to safeguard the information are in place. For more information about the Licensor's information collection practices, see OVAllstars.com privacy policy by clicking this link.

    4.16. Contest Termination Licensor may unilaterally suspend or terminate the Contest, within Licensor’s sole discretion, at any time by posting a notice of Contest suspension or termination on the home page at OVAllstars.com.

    5. Severability

    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.


    6. Governing Law, Venue, and Dispute Resolution

    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.


    7. Waiver

    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.


    8. Assignment Restrictions

    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.


    9. Entire Agreement

    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.


    10. Headings

    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.


    11. Construction

    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.