CERTIFIED fWOWer SHOP!

LOGO LICENSE AGREEMENT

Existential Garnish, Inc.  |  fWOWers.com

1. PARTIES AND DEFINITIONS

This Logo License Agreement (“Agreement”) is entered into between Existential Garnish, Inc., a Michigan corporation (“Licensor”), and the individual or business entity purchasing a logo license through fWOWers.com or its affiliated storefronts (“Licensee”). “Licensed Mark” refers to the Certified fWOWer Shop! logo and associated graphic files delivered to Licensee upon purchase.

2. GRANT OF LICENSE

Subject to the terms of this Agreement and Licensee’s continued compliance herewith, Licensor grants Licensee a limited, non-exclusive, non-transferable, revocable license to use the Licensed Mark solely as specified below.

2a. Digital License Licensee may use the digital-format Licensed Mark files solely for:

•       Licensee’s own business website

•       Licensee’s own social media profiles and posts

•       Licensee’s own email newsletters and email marketing

•       Licensee’s own online business directory listings

2b. Print License Licensee may use the print-format Licensed Mark files solely for:

•       Licensee’s own printed direct mail and customer newsletters

•       Licensee’s own print advertisements in local, regional or trade publications

•       Licensee’s own in-store printed signage and point-of-sale materials

•       Licensee’s own printed business collateral (business cards, letterhead, brochures)

3. RESTRICTIONS

Licensee expressly agrees that the license granted herein does NOT permit, and Licensee shall NOT:

(a) Sublicense, transfer, sell, assign or otherwise make the Licensed Mark available to any third party for any purpose;

(b) Use the Licensed Mark on behalf of, or in connection with, any business other than Licensee’s own certified fWOWer Shop! establishment;

(c) Apply or reproduce the Licensed Mark on physical merchandise, apparel, promotional products, stickers, decals, gifts or novelty items of any kind, whether for personal use, resale or distribution — such uses being reserved exclusively to Licensor and its authorized merchandise partners;

(d) Alter, modify, distort, animate, recolor or otherwise create derivative works from the Licensed Mark without prior written consent from Licensor;

(e) Use the Licensed Mark in any manner that suggests endorsement of a third party’s products or services, or in connection with any co-branding arrangement;

(f) Use the Licensed Mark in any context that is unlawful, defamatory, obscene or otherwise objectionable in Licensor’s sole judgment;

(g) Remove, alter or obscure any trademark notices, copyright notices or other proprietary markings associated with the Licensed Mark;

(h) Use the digital-format files for print purposes or the print-format files interchangeably in ways that exceed the specific permitted uses set forth in Section 2.

4. OWNERSHIP AND RESERVATION OF RIGHTS

The Licensed Mark and all intellectual property rights therein are and shall remain the sole and exclusive property of Licensor. This Agreement conveys no ownership interest of any kind. All rights not expressly granted herein are reserved by Licensor. Licensee acknowledges that the Licensed Mark is a trademark of Existential Garnish, Inc. and agrees not to challenge, contest or otherwise undermine Licensor’s ownership of or rights in the Licensed Mark.

5. QUALITY CONTROL

Licensee agrees to use the Licensed Mark only in a manner that reflects favorably on Licensor and the fWOWers brand. Licensor reserves the right, in its sole discretion, to review and require modification of any use of the Licensed Mark that Licensor deems inconsistent with its brand standards.

6. CERTIFICATION STATUS

This license is conditioned upon Licensee’s status as an active, certified fWOWer Shop! in good standing. Licensor reserves the right to revoke this license immediately and without refund upon termination, lapse or revocation of Licensee’s fWOWer Shop! certification for any reason.

7. PRICING AND TERMS SUBJECT TO CHANGE

The license fees and licensing structure set forth at the time of purchase reflect Licensor’s current pricing and may not reflect future pricing or program terms. Licensor reserves the right to modify, restructure or discontinue this licensing program at any time, with or without notice, and to introduce new licensing tiers, subscription-based arrangements or revised fee schedules.

8. NO WARRANTIES

The Licensed Mark and associated files are provided “as is.” Licensor makes no warranties, express or implied, regarding the Licensed Mark, including any implied warranty of fitness for a particular purpose or non-infringement of third-party rights.

9. LIMITATION OF LIABILITY

In no event shall Licensor be liable for any indirect, incidental, special, consequential or punitive damages arising out of or related to this Agreement or Licensee’s use of the Licensed Mark, even if Licensor has been advised of the possibility of such damages. Licensor’s total liability under this Agreement shall not exceed the license fee paid by Licensee.

10. INDEMNIFICATION

Licensee agrees to indemnify, defend and hold harmless Existential Garnish, Inc. and its officers, agents and representatives from and against any claims, damages, losses or expenses (including reasonable attorneys’ fees) arising out of or related to Licensee’s use of the Licensed Mark in violation of this Agreement.

11. TERMINATION

Licensor may terminate this license immediately upon written notice if Licensee breaches any term of this Agreement. Upon termination, Licensee must immediately cease all use of the Licensed Mark and destroy or delete all copies of the Licensed Mark files in its possession. Sections 4, 9, 10 and 12 shall survive termination.

12. GOVERNING LAW

This Agreement shall be governed by the laws of the State of Michigan, without regard to conflict of law principles. Any disputes arising hereunder shall be resolved in the state or federal courts located in Michigan, and Licensee consents to personal jurisdiction therein.

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the Licensed Mark and supersedes all prior understandings. Licensor reserves the right to update this Agreement at any time; continued use of the Licensed Mark following notice of updated terms constitutes acceptance.

“fWOWers!”, “fWOWer Shop!,” “Wanna WOW? We Can Arrange That,” the fWOWers! and the Certified fWOWer Shop! logo are trademarks of Existential Garnish, Inc.