MICHAEL MILLER PILATES makes sense Affiliate Agreement This Affiliate Agreement is effective by and between Michael Miller, an individual residing in Colorado ("Licensor"), and the MICHAEL MILLER PILATES Affiliate ("Licensee") during the subscription period (the "Effective Date"). RECITALS A. Licensor owns all copyrights to the graphical work set forth as the "Work"; B. Licensee seeks a limited license to use the Work (images) on certain Products (website) under the terms and conditions set forth in this Agreement; and C. Licensor is the owner of common law and registered trademark rights in the Work for a wide variety of goods and services, as set forth in U.S. Trademark Registration Nos. 2,176,484 and 2,179,626. AGREEMENT In consideration of the mutual covenants and agreements made in this Agreement, and other good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties agree as follows: 1. Definitions. 1.1. Territory. The term "Territory" in this Agreement shall mean the domain name used in your affiliate agreement. 1.2. Product(s). The term "Product(s)" in this Agreement shall mean all products identified in Exhibit B [graphics of trademark images] to this Agreement. 1.3. Licensed Work. The term the "Work" in this Agreement shall mean all and only the versions and expressions of the Work set forth at www.hermit.com/trademark.htm. 2. Grant of License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee for the term of this Agreement, a nonexclusive license to reproduce and distribute the Work on the Licensee's website limited to one domain name, and specified promotional materials. 3. Initial Payment. As consideration for this Agreement and upon the execution of this Agreement, Licensee shall pay to Licensor a one-time, paid up license fee for a period defined by their online subscription to Michael Miller Pilates Courseware on the Web. 4. Ownership of the Work. 4.1. Ownership and Right to License. Licensor owns all rights with respect to the Work and has the full right to grant to Licensee the license the copyrights set forth in this Agreement. 4.2. Licensor's Ownership Rights. Licensee acknowledges Licensor's exclusive right, title, and interest in and to the Work and acknowledges Licensor's exclusive ownership of all copyrights in the Work. Licensee further acknowledges that its use of the Work on its web site and the Products shall not create in Licensee any right, title or interest in any trademark arising in the Work and that the goodwill generated thereby shall inure to the benefit of Licensor. 4.3. Registration by Licensee. Licensee shall not at any time apply for any registration of any copyright, trademark, service mark, or other designation, or file any document with any governmental authority or take any other action, with respect to the Work which might adversely affect Licensor's ownership of the Work or any trademark rights arising in the Work. 4.4. Limitation of Licensee's Ownership Rights. Licensee shall not at any time challenge Licensor's right, title, or interest in the Work or any trademark rights arising in the Work or the validity of any of the Mark or any registration thereof in any country in the world. Licensee shall not represent that it has any ownership in or rights with respect to the Mark other than rights conferred by this Agreement. 4.5 Limitation of Licensee’s Products and Services Licensee shall not at any time use the Work to create products or services. This agreement reserves all rights to the Licensor to offer training or certification using the Work. 4.6. Licensee's Assistance. Licensee shall take all steps reasonably necessary to assist Licensor in the registration, maintenance, or enforcement of Licensor's trademark rights and copyrights in the Work, as may be reasonably requested from time to time by Licensor. 5. Licensee's Obligations. 5.1. Licensee shall use the Work solely in connection with one domain name and the Products licensed under this Agreement. 5.2. Licensee shall ensure that the Products are designed, assembled, distributed, sold, and marketed in accordance with all applicable laws and the terms of this Agreement. 5.3. Licensee shall display or use the Products in their entirety, without cropping, distorting, or adding content. 5.4. Licensee shall only display The Work or the Products with the active, working, html link provided by the affiliate program to the Licensor's web site. Any update to the link is the sole responsibility of the Licensee. 5.5. Except as expressly authorized in this Agreement, Licensee shall not create any expense chargeable to Licensor. Term and Termination. 5.6. Term. This Agreement shall commence on the Effective Date, and continue, unless sooner terminated as permitted in this Agreement, for a the subscription period. 5.7. Termination. Licensor may terminate this Agreement, immediately and without other cause or prior notice to Licensee, in the event that Licensee breaches its obligations under Sections 2 or 3; makes an assignment for the benefit of creditors; makes a written admission of any inability to pay its debts or obligations as they become due; becomes or is adjudicated insolvent or bankrupt; seeks, consents to, acquiesces in, or suffers the appointment of a trustee, receiver or liquidator of Licensee, its business, or any part thereof, or a substantial part of its assets; commences or becomes subject to any proceeding in bankruptcy for an arrangement, reorganization, debt adjustment, or any other insolvency proceedings. 6. Third Party Infringements. Licensee shall inform Licensor promptly of any possible infringement of the Work by any third party. Licensor shall in its sole discretion institute legal proceedings at its own expense against any such third party. Licensee shall cooperate with Licensor and assist Licensor with the enforcement of Licensor's trademark rights and copyrights in the Work. 7. Miscellaneous. 7.1. Assignments. Licensee shall not assign any rights granted under this Agreement. 7.2. Severability. If any term or provision of this Agreement shall, to any extent, be determined to be invalid or unenforceable by a court or body of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 7.3. Integration and Modification of Agreement. This Agreement contains the entire understanding of the parties. There are no representations, warranties, covenants, or undertakings other than those expressly set forth in this Agreement. This Agreement may not be modified or amended except in writing signed by both parties. 7.4. Captions. All captions contained in this Agreement are for convenience only and shall not be deemed to be part of this Agreement. 7.5. Attorneys' Fees. If a party shall commence any action or proceeding against the other party in order to enforce the provisions of this Agreement or to recover damages as a result of the alleged breach of any of the provisions of this Agreement, the substantially prevailing party shall be entitled to recover all reasonable costs in connection therewith, including reasonable attorneys' fees. 7.6. Applicable Law. This Agreement shall be governed by and construed according to the internal laws of the State of Colorado without regard to the conflicts of laws principles thereof. By execution of this Agreement, each party submits to non-exclusive in personam jurisdiction in the State of Colorado. 7.7 Beta Test Period. All commissions are due and payable only upon the ability of Licensor to validate sales, collections, and records a completed transaction. All commissions due will be payable only when $600.00 USD have been earned and verified. Licensee acknowledges program is voluntary and return of commission is subject to acts of god, technological terrorism, and private equipment and data maintenance limitations. The parties have executed this Agreement as of the Effective Date. LICENSOR: Michael Miller LICENSEE: Affiliate Michael Miller Pilates MAKES SENSE Reference and Continuing Ed on the Web
