Copyright License Agreement
(ChillDaze Dream Van Drawings)
This COPYRIGHT LICENSE AGREEMENT (the “Agreement”), effective on the date listed below (“Effective
Date”), is offered by ChillDaze, Inc. (“Licensor”), a Florida corporation with offices located at 15502 Stoneybrook W.
Parkway, #104-570, Winter Garden, FL 34787 and is made a binding agreement, subject to the terms stated herein, upon
the signature of the Licensee.
WHEREAS, Licensor is the owner of, and has the right to, license the Work (as defined below) and wishes to grant
to Licensee a license under those rights, and Licensee wishes to obtain a license to the Work for the uses and purposes
described herein, each subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
1.1 Grant of Rights.
Subject to the terms and conditions of this Agreement, Licensor hereby grants to
Licensee during the Term (as defined below) a non-exclusive, non-transferable, non-sublicensable license in the
United States (the “Territory”), for SINGLE USE and may not use the Work for commercial purposes without
express written permission from Licensor. The “Work” is titled ChillDaze Dream Van and is defined as schematics
and instructions regarding the internal customization of vehicles, specifically vans, in accordance with the plans
outlined in the Work, which pertain to and are labeled as: “Basic Plans Set”, “Electrical System”, “Plumbing System”,
“Air Con System”, and “Attic System”.
1.2 Third-Party Rights.
Notwithstanding any other provisions of this Agreement to the contrary, nothing in
this Agreement will be deemed to be a grant by Licensor of a license, sublicense, or other grant of a right to Licensee
to use any third-party rights or any rights under any third-party license that cannot be licensed, sublicensed, or granted
without the consent, approval, or agreement of another party, unless such consent, approval, or agreement is first
obtained by Licensee.
1.3 Reservation of Rights.
Licensor reserves all rights not expressly granted to Licensee under this
Agreement. No use by Licensor of the Work in any medium or manner will be deemed to interfere with the limited
permissions made to Licensee by Licensor herein.
As consideration in full for the rights granted herein, Licensee shall pay Licensor a one-time fee in the
amount of one hundred ($100.00 USD) for the basic van plans or three hundred ($300.00 USD) for the complete van plans
upon execution of this Agreement, payable by major credit card or PayPal.
3. Ownership and Protection.
3.1 Acknowledgment of Ownership.
Except for the licenses expressly granted to Licensee in this
Agreement, Licensee acknowledges that all right, title, and interest in and to the Work,as well as any modifications or
improvements made thereto by Licensee, are controlled by Licensor. If Licensee acquires any rights in the Work by
operation of law or otherwise, Licensee hereby irrevocably assigns such rights to Licensor without further action by
either party. Licensee agrees not to dispute or challenge or assist any person or entity in disputing or challenging
Licensor’s rights in and to the Work.
3.2 Protection of the Work.
(a) Notification. Licensee shall, at its sole expense, maintain any copies of the Work within
Licensee’s possession, custody, or control under first-class conditions and shall take all measures specified by
Licensor to protect and safeguard the Work. Licensee shall immediately notify Licensor in writing with reasonable detail of any: (i) actual, suspected, or threatened infringement of the Work; (ii) actual, suspected, or
threatened claim that use of the Work infringes the rights of any third party; or (iii) any other actual, suspected,
or threatened claim to which the Work may be subject.
(b) Actions. With respect to any of the matters listed in Section 3.2(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.
4. Term and Termination.4.1 Term.
The term of this Agreement commences as of the Effective Date and, unless terminated earlier as
provided herein, will remain in force for one year (the “Term”).
Licensor may terminate this Agreement at any time without cause by providing at least 30 days’ prior
written notice to Licensee.
Either party may terminate this Agreement on written notice to the other party if the other party
materially breaches this Agreement and fails to cure such breach within 30 days after receiving written notice thereof.
4.4 Effect of Termination.
Upon the expiration or termination of this Agreement for any reason, all rights
licensed under this Agreement will revert immediately to Licensor and Licensee shall cause to be inactivated and
erased all digital copies of the Work in its control and possession and return or, at Licensor’s written request, destroy,
any tangible copies of the Work. Upon Licensor’s request, Licensee shall provide an affidavit to Licensor attesting to
such erasure or destruction.
5.1 Equitable Relief.
Licensee acknowledges that a breach by Licensee of this Agreement may cause
Licensor irreparable damages, for which an award of damages would not be adequate compensation, and agrees that,
in the event of such breach or threatened breach, Licensor will be entitled to seek equitable relief, including a
restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in
addition to any other remedy to which Licensor may be entitled at law or in equity. Such remedies are not exclusive
but are in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in
this Agreement to the contrary.
5.2 Limitation of Liability.
LICENSOR WILL NOT BE LIABLE UNDER OR IN CONNECTION WITH
THIS AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL, OR
EXEMPLARY DAMAGES OR PENALTIES, INCLUDING LOSSES OF BUSINESS, REVENUE, OR
ANTICIPATED PROFITS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND
WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.1 Entire Agreement.
This Agreement, including and together with any related attachments, constitutes the
sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior
and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect
to such subject matter.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any
jurisdiction, such invalidity, illegality, or unenforceability will 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 parties shall negotiate in good
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faith to 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.
Licensee shall not assign any of its rights or delegate any of its obligations under this
Agreement without the prior written consent of Licensor. Any purported assignment or delegation in violation of this
Section 6.3 is null and void. Licensor may freely assign or otherwise transfer any of its rights or delegate any of its
obligations under this Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and
their respective permitted successors and assigns.
6.4 Choice of Law; Venue.
This Agreement and all matters arising out of or relating to this Agreement,
including tort and statutory claims are governed by the laws of Florida, without giving effect to any conflict of laws
provisions thereof that would result in the application of the laws of a different jurisdiction. 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 Orlando, Florida and each party irrevocably submits to the exclusive jurisdiction of such courts in any
legal suit, action, or proceeding.
6.5 Relationship of the Parties.
Nothing contained in this Agreement will 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 has authority to contract for or bind the other party in any manner whatsoever.
6.6 No Third-Party Beneficiaries.
This Agreement is for the sole benefit of the parties hereto and their
respective successors and permitted assigns, and nothing herein, express or implied, is intended to or will confer upon
any third party any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this
6.7 Amendment and Modification.
No amendment or modification to this Agreement is effective unless it is
in writing and signed by an authorized representative of each party.
No waiver by any party of any of the provisions hereof will 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 will operate or be
construed as a waiver thereof; nor will 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
6.9 Attorneys’ Fees.
In the event that any claim, suit, action, or proceeding is instituted or commenced by
either party hereto against the other party arising out of or related to this Agreement, the prevailing party will be
entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.
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. A signed copy of this Agreement delivered by
facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an
original signed copy of this Agreement.