LICENSE AGREEMENT
This Agreement is effective on the date the Intellectual Property is downloaded by the Licensee.
Recitals
A. Licensor is in the business of providing a total support network for all recreational vehicle enthusiasts (“RVers”/ “RVing Community.”) and owns the Intellectual Property, the form of which, is set forth at escapees.com hereby incorporated by reference.
B. Licensee wishes to use the Intellectual Property, for one of the following uses: personal blogs, personal YouTube channels or similar web-based channels, and/or personal websites. The use shall be selected at the time the Licensee downloads the Intellectual Property; and, the use shall hereby be incorporated by reference into this Agreement. The use of the Intellectual Property shall not be commercial in nature.
C. Licensor is willing to grant the Licensee a license to use the Intellectual Property on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth below, the parties hereto covenant and agree as follows:
Article II: License
A. The Licensor hereby grants to the Licensee, and the Licensee hereby accepts, a nonexclusive, nontransferable license (the “License”) to use the Intellectual Property.
B. No other right or license is granted by Licensor to Licensee or by Licensee to Licensor, either express or implied, with respect to any other trademark, trade name, service mark, or other intellectual property right owned, possessed, or licensed by or to Licensor. Licensee shall not use the Intellectual Property in any manner not specifically authorized by this Agreement.
Article III: Operation under License
A. The Licensee must obtain all governmental permits, licenses, registrations, and approvals needed to produce and market the Product or provide the Service and must operate under the License in compliance with all applicable laws and regulations. Specifically, but without limitation, when using any of the Intellectual Property, the Licensee must comply with all laws relating to intellectual property in force, including marking requirements. At the request of Licensor, and without compensation to Licensee, Licensee shall promptly do such acts and execute, acknowledge, and deliver all such papers as may be necessary or desirable, in the sole discretion of Licensor, to obtain, maintain, protect, and/or vest in Licensor the entire right, title, and interest in and to any Intellectual Property; including rendering such assistance as Licensor may request in any litigation, Patent and Trademark Office proceeding, or other proceeding. All use of any Intellectual Property by Licensee on any good shall inure to the benefit and be the property of Licensor.
B. The Licensee may use the Intellectual Property only in connection with goods manufactured, distributed, and sold by or for, and/or services provided by or for, the Licensee in accordance with the specifications, directions, and processes furnished to the Licensor by the Licensee or its representatives and agents from time to time; and, the quality of all goods sold under the Intellectual Property must be satisfactory to the Licensor or as specified by the Licensor. The Licensee must furnish to the Licensor, upon request, with samples of goods sold or distributed, and/or examples of how Licensee provides services, using one or more of the Intellectual Property. In addition, in order to assure that the development, manufacture, appearance, quality, and distribution of the Product and/or Service are consonant with the Intellectual Property used to identify it or them, Licensor retains the right to participate at each stage of development of any Product or any other Material Requiring Approval and to approve or disapprove of any development, manufacture, appearance, quality, and/or distribution.
C. Whenever the Licensee uses any of the Intellectual Property, in advertising or in connection with goods that it sells or distributes, the Intellectual Property must be displayed in accordance with specifications and directions furnished by the Licensor to the Licensee, from time to time. Licensee shall use upon or in connection with the Product, and/or Service, where a United States Federal Trademark Registration has been obtained, the symbol ®. Licensee shall not otherwise affix or use such in connection with nor use any other trademark or trade name in connection with the Product without Licensor’s prior written approval. The Licensee must also clearly indicate the Licensor’s ownership of the Intellectual Property whenever one of the Intellectual Property is used. Licensee agrees to use such copyright notice as may be prescribed by legal counsel for Licensor, from time-to-time.
Article IV: Assignment and Subleasing
A. This Agreement and the License are personal to the Licensee, and the Licensee may not assign or sublicense any of the rights granted to the Licensee under this Agreement without the advance written consent of the Licensor, which consent may be withheld for any reason whatsoever. Any purported assignment or sublicense by the Licensee (or by operation of law) that is not approved in writing by the Licensor will be null and void and of no legal effect whatsoever.
B. This Agreement may be assigned by the Licensor to any person or entity whatsoever.
Article V: Licensorship and Protection of Intellectual Property
The Licensee acknowledges the Licensor’s exclusive right, title, and interest in the Intellectual Property and will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of such right, title, and interest. Specifically, but without limitation, the Licensee will at no time adopt or use any word or mark that is likely to be similar to or confusing with the Intellectual Property. In connection with use of the Intellectual Property, the Licensee will not in any manner represent that it has ownership of the Intellectual Property or any registration thereof, and the Licensee acknowledges that use of the Intellectual Property will not create in the Licensee’s favor any right, title, or interest in or to the Intellectual Property, but all uses of the Intellectual Property by the Licensee, including any goodwill generated by such use, will inure to the benefit of the Licensor. The Licensor will be responsible for trademark registrations and must use commercially reasonable efforts to file, prosecute, and maintain all trademark and related registrations and registration applications for the Intellectual Property.
Article VI: Infringement
Only the Licensor shall have the right, but not the obligation, to prosecute any infringement of the Intellectual Property. The Licensee must promptly inform the Licensor of any infringement that comes to the Licensee’s attention, regardless of whether the Licensee elects to prosecute the infringement.
Article VII: Licensor’s Warranties and Representations
The Licensor is the sole Licensor of the Intellectual Property and has a good right to license the rights in the Intellectual Property to the Licensee in accordance with the terms of this Agreement.
Article VIII: Indemnity
A. Licensee represents and warrants that it has the right to enter into this Agreement and to agree to the terms and conditions of this Agreement. The Licensee agrees that it will indemnify and hold harmless the Licensor , and its directors, officers, employees, shareholders, partners, agents, and affiliates, against all controversies, disputes, claims, liability, and expenses (including legal fees) relating to this Agreement, whether sounding in contract, tort or otherwise, brought by a third party.
B. Licensee shall promptly notify the Licensor of any claim, in writing; and, Licensee shall cooperate with the Licensor in the defense of any claim.
Article IX: Term and Termination
A. The term of the License will commence on the date of this Agreement and will continue in effect for a period of one (1) year. At the expiration of the initial one-year term of the License, or any renewal thereof, the License will be renewed for a period of one year beginning on the date of the expiration of the prior term, unless either the Licensor or the Licensee gives written notice of termination to the other not later than thirty (30) days before the expiration of the prior term. If notice of termination is given, the License will terminate on the expiration of the existing term.
B. The Licensor may, at its option, terminate the License prior to the end of its term by written notice to the Licensee if Licensee violates any of the terms of this Agreement.
C. Termination or expiration of the License will not in any way operate to impair or destroy any of the Licensor’s or the Licensee’s preexisting rights or remedies, either at law or in equity.
D. Immediately following the termination or expiration of the License, all rights granted to Licensee hereunder shall automatically revert to Licensor and Licensee shall execute any and all documents evidencing such automatic reversion; and, the Licensee must cease and desist from all use of the Intellectual Property in any way and deliver to the Licensor all material and papers on which the Intellectual Property appear that are in the Licensee’s possession.
E. Licensee shall, within three (3) months after such expiration or termination, deliver to Licensor a complete and accurate statement indicating that all existing inventories of Product have been destroyed and all references to Intellectual Property have been removed from Licensee’s properties.
Article X: Relationship
A. The relationship between the Licensor and the Licensee is that of licensor and licensee, and it is not the purpose or intention of this agreement or of the parties to create a partnership, joint venture, principal-agent, or other relationship for any purpose whatsoever. Neither the Licensor nor the Licensee is authorized to or has the power to obligate or bind the other party in any manner whatsoever except as may be expressly provided in this Agreement.
Article XI: Binding Effect
A. The provisions of this Agreement will be binding on and inure to the benefit of the heirs, personal representatives, successors, and assigns (where applicable) of the parties.
Article XII: Notice
A. All notices and other communications between the parties must be in writing.
B. Notices must be given by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid to the party’s address specified in this agreement, or to the address that a party has notified to be that party’s address for the purposes of this section, (iv) or via email.
C. A Notice given in accordance with this Agreement will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth Business Day following mailing.
Licensor:
Teresa Moore, COO
Escapees, Inc.
100 Rainbow Drive
Livingston, Texas 77351
Licensee:
______
______
______, ______ ______
Article XIII: Attorney’s Fees
In the event of any controversies, disputes, and/or claims arising out of or relating to this Agreement, whether sounding in contract, tort, or otherwise, each party shall bear its own costs and expenses, including reasonable attorneys’ fees, incurred in connection with such action.
Article XIV: Confidentiality
Licensee shall maintain the confidentiality of all trade and proprietary secrets that may be disclosed in the course of providing the services under this agreement. Licensor shall identify to Licensee in advance and in writing any information or data deemed a trade or proprietary secret.
ARTICLE XV: CHOICE OF LAW
The parties agree that the laws of Texas shall govern this Agreement and all controversies, disputes and claims relating to, in connection with or arising out of this Agreement or breach of this Agreement, whether sounding in contract, tort, or otherwise, and whether settled by binding arbitration or by a court of competent jurisdiction.
Article XVI: Waiver
A party’s failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that rights or any other of its rights.
Article XVII: Headings and Construction
The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
Article XVIII: Counterparts
The parties to this Agreement may sign this Agreement in any number of counterparts, each of which is an original and all of which taken together form one single document. Moreover, this Agreement shall become effective when each of the parties to this Agreement sign one or more counterparts and delivered the signed counterpart to each of the other parties to this Agreement, in accordance with ARTICLE II: NOTICE of this Agreement.
Article XIX: Severability
If any term or provision of this Agreement shall be deemed to be invalid, illegal, or unenforceable, the remainder of this Agreement shall remain in full force and effect, and, that illegal, invalid, or unenforceable term or provision shall be modified to the extent necessary to render such term or provision enforceable. The rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties, without frustrating the purpose of the Agreement.
Article XX: Entire Agreement, Modification and Integration
A. This Agreement constitutes the entire agreement between the parties. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made expressly or impliedly) that is not set out in this agreement.
B. This Agreement may not be modified other than in a writing, dated, executed by an authorized representative of both parties, stating its intent to modify or supersede this Agreement and delivered in accordance with the Notice clause of this Agreement.
IN WITNESS WHEREOF, Licensor has caused this Agreement to be executed by offering the Intellectual Property for download on escapees.com; and, Licensee has caused this Agreement to be executed personally or, as appropriate, by its duly authorized officers by downloading the Intellectual Property.
6 Responses
My brother has just got an accident. He’s okay but the car is not. It’s been almost a complete mess. He needs to see this information because he’s worrying as to how much would be its diminished value.
Oh no! So sorry to hear that, Joy. Hopefully he’s ok! Feel free to share this article with him if you’d like.
We purchased a 2019 Keystone Cougar Half-Ton 27RES on December 1, 2018. On January 12, 2019, the trailer was delivered (winterized and unused) to Camping World of Colfax, NC for a scheduled appointment to have a paint protection application. The trailer exterior was damaged at the shop which required a trip to the body shop 2 times. When it was delivered home on February 21, 2019 it had extensive water damage in the bedroom – 6 inches of water inside the window cavity. The wiring harness was not operating properly, the window frame was broken, the front wall was soaked, the mattress is covered with plastic and wet, the comforter was soaked, the pillows are wet and stained, the carpet is soaked, the cabinetry has been damaged, the tv mount is not installed properly, the slide out does not operate and they are blaming all of this on the manufacturer – Keystone. The trailer was in perfect condition when it left my home. Camping World says there is no diminished value – however I tried to trade the trailer in with them and they said it is not worth what I had paid for it.
I am experiencing a similar situation. We purchased a brand new Forest River destination trailer from Gander RV, owned by Camping World. On the walk thru before closing, a stain on the floor of the bedroom was pointed out to us and they told us it is from the glue used in the installation of the floor. Rather than wait 2 months for the material to be delivered they made a stipulation to accept delivery based on the repair of the floor when the material arrives. 2 months later the material arrived and when the tech removed the stained vinyl flooring black mold was everywhere under the vinyl floor. The tech reported the mold was active as the sub floor was wet and glossy. Gander RV picked up the trailer 3 weeks ago and I have heard nothing from them despite phone calls with no response other than someone will call. I hope not to have to hire an attorney because I will rescind acceptance of the coach based on misinformation as to the cause of the stain. I don’t think we can ever live in that coach because they do not know the cause of the mold and it is probably in the walls and under the floors. I wrote to the CEO of Camping World on the onset and his aid responded that they will make Forest River aware of the situation, but that was 3 weeks ago. I am writing one more letter to the CEO, Marcus Lemonis hoping I will get a positive response. I always said there is thing worse than a used car salesman and that is the RV people who sell RV;s, new or used.
I am currently dealing with a mold issue among many other issues on my 2022 Forest River (Coachmen) Freedom Express Liberty Edition travel trailer. Purchased brand new the day after Thanksgiving 2021 and it was in for its first service for warranty repairs the first week of December 2021. We didn’t use it again until March of 2022, and it required warranty service again at that time. Took it out for a third trip in June 2022 and once again – required warranty service which included a mold issue and a recall for a potentially explosive gas line issue. General RV, the dealership where we bought it told us they didn’t have openings for service until “around October”, which rendered the unit useless to us in the interim. When October came and we hadn’t heard anything we called to get a specific date and time for the appointment and they said, “Sorry, we just can’t take it until February”. So after eight consecutive months of not being able to safely use this unit they took it in on February 9, 2023. We notified Forest River at this time as well. The unit remained in service for 63 days. The mold issue remains unaddressed and now, as of the date of this post, it has been 101 days since we notified Forest River of the issues as well. I’ve spoken with Forest River’s outside legal counsel several times and made attempts to settle. I won’t agree to the lowball settlements they’ve proposed which they have tried to attach full releases to to eliminate their liability, so it’s looking like I’m going to proceed with a lawsuit. I’ll be hiring outside experts to include a biologist to evaluate the mold issue, structural and leak detection experts to determine the cause, extent, and remediation process of the mold damage, and a diminished value expert who can quantify the loss of value associated with the large number and frequency of issues on our brand new unit. Will update this thread and others relevant to our case for public awareness. We may be looking at a class-action suit if we are able to gather info on enough other similar cases.
While traveling from New Mexico to Pennsylvania. While in Texas a semi truck backed into my 2020 Keystone Raptor 413 Toy Hauler. We were parked at a travel center in Texas. My family and were resting in out 5th wheel when we felt a jarring impact. All our exterior lights were on and there was a large open space on the left side of us. A semi truck driver attempting to back his trailer into the empty spot next to us managed to hit our 5th wheel. The trailer smashed the large window, punctured the roof, tore off the shoreline connection, tore apart the fuel tank and Guage ( for any toys like atv’s) and damaged a 5ft section along the side. Dealing with their insurance company has been horrible. It has taken them 4 weeks just to determine what the commercial carriers insurance covered. My family and have been living in it since the accident. They haven’t even offered to have someone cover the 3ft by 4ft hole in the side or temporarily patch the roof so water doesn’t flow freely into many areas when it rains. We have had a loss of use of our 5th wheel as well as diminished value. Looks like this may end up in litigation.