RECITALS
A. RipWater is a publishing company with access to certain third-party intellectual property described in Attachment A. Such assets are referred to herein as the "Intellectual Property."
B. RipWater desires to publish the customized Intellectual Property for Licensee subject to the terms and conditions of this Agreement.
AGREEMENT
1. CONDITION PRECEDENT. Prior to this Agreement being effective, Licensee must be approved and accepted through the Whole Life Certified process. Licensee must also pay a one-time set-up fee of $7,000 to RipWater, as well as a monthly license fee of $200 a month.
2. LICENSE
RipWater has obtained permission from the owners of the Intellectual Property to provide Licensee with the following products (the “Licensed Products”):
A. A customizable version of the What Would the Rockefellers Do? book (the “Book”) where the Licensee will have a unique foreword to the book and all links in the book point to one location of the Licensee’s choosing.
E. Onboarding process with RipWater’s marketing firm.
3. PUBLISHING
A. RipWater will be the exclusive publisher of the Licensed Products.
B. At the Licensee’s request, RipWater agrees to provide publishing quotes. Such quotes shall equal the actual production costs for the Licensed Products.
C. A minimum order of 500 books is required, but there are typically price breaks for larger quantities.
D. Orders are to be paid in full before printing is engaged. Licensee pays for all shipping-related costs. Orders can be sent to a location of the licensee’s choosing or to a distribution center of RipWater’s choice for warehousing books. At the time of this Agreement, RipWater has secured distribution warehousing with no storage fees, but if the warehouse changes, such storage fees will be passed to the Licensee with no markup.
4. RESTRICTIONS
A. The owners of the Intellectual Property retain title and ownership of such Intellectual Property.
B. Licensee is specifically prohibited from using any other publishing company for the publication of the Licensed Products.
C. Licensee may give or sell the Licensed Products in person, on its own website, at its own events, or an event where Licensee is speaking. Licensee is prohibited from selling the Licensed Products on any third-party platform (such as Amazon). Licensee is further prohibited from running advertisements to sell the Licensed Products; instead, sales of the Licensed Products shall come organically from Licensee’s website, customer interactions, and events. Licensee shall not utilize any “paid traffic” portal to sell the Licensed Products.
D. Licensee shall not use the word “Rockefeller” in any of its advertising.
E. Licensee shall comply with all applicable professional licensing, compliance and other restriction by which Licensee is bound.
F. Licensee indemnifies RipWater and the owners of the Intellectual Property for any and all costs they may incur as a result of Licensee’s breach of the provisions of this Section 4.
5. TERM AND TERMINATION
A. Term
The license granted under this Agreement shall commence upon acceptance of the Intellectual Property and shall continue perpetually until either (a) Licensee gives two weeks’ advance written notice or (b) Licensee’s failure to make a license fee when due, or (c) terminated by RipWater in its sole discretion. RipWater may, in its sole discretion, permit Licensee to place this License Agreement in a suspended status rather than terminated.
B. Return
Upon termination of this Agreement, all Intellectual Property shall be returned to RipWater and Licensee’s right to use the same shall cease. With respect to materials ordered by Licensee that contains Intellectual Property, Licensee shall pay full retail price for all such printed materials within thirty days. Upon termination of this Agreement, Licensee shall lose all access to online materials governed by this Agreement.
6. GOVERNING LAW
This Agreement shall be construed according to, and the rights and of the parties shall be governed under the laws of the state of Wyoming. The forum for all disputes shall be Wyoming. In the event of a dispute between the parties, reasonable attorney's fees (including inside counsel expenses) shall be awarded the prevailing party.
7. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties in connection with the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions of the parties.
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