LICENSING AGREEMENT
This Licensing Agreement (the "Agreement") is made and entered into as of 1/1/2025 by and between [Licensor Name],, a [State of Incorporation] limited liability company, with its principal place of business located at [Company Address] ("Licensor"), and H2H Online, LLC, a North Carolina Registered Limited Liability Company, with its principal place of business located at PO Box 11442 Charlotte, NC 28220 ("Licensee").

WHEREAS, Licensor is the sole and exclusive owner of certain greeting card designs ("Designs"), and Licensee wishes to obtain a license to use such Designs for the purposes specified herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows:

1. Grant of License

Licensor hereby grants to Licensee a non-exclusive, non-transferable, and revocable license to use, market, sell, and promote the Designs for online sales via Licensee’s website www.elephant-cards.com and on Instagram or other applicable social media platforms for the purposes of promoting sales of such designs  ("Licensed Platforms"). The rights granted herein are strictly limited to the sale, marketing, and promotion of greeting card designs via online platforms only.  Cards will be printed on-demand and mailed to customers.

2. Compensation

Licensee agrees to pay Licensor a commission of five percent (5%) of the net card price for each greeting card sold via the Licensed Platforms (the "Commission"). The net card price shall be defined as the price paid by the customer after any applicable discounts, coupons, or promotional offers have been applied. Commission payments will be made Monthly within 15 days of the end of each sales period, based on sales for the preceding period.

3. Sales and Marketing

Licensee shall use its best efforts to market, promote, and sell the Designs on the Licensed Platforms. Licensee may not modify, alter, or otherwise adapt the Designs for any purpose other than the sale as greeting cards without the prior written consent of the Licensor.

Licensee agrees that all marketing and promotional materials related to the Designs will be in compliance with all applicable laws, including intellectual property laws, and will not infringe on any third-party rights.

4. Ownership of Designs

Licensor retains all rights, title, and interest in and to the Designs, including all copyrights, trademarks, and other intellectual property rights. Licensee acknowledges and agrees that it will not acquire any ownership interest in the Designs or any intellectual property associated with them as a result of this Agreement.

5. Term and Termination

This Agreement shall commence on the Effective Date and shall continue in full force and effect unless terminated by either party in writing. Either party may terminate this Agreement for convenience upon [60] days written notice to the other party. Upon termination, Licensee shall immediately cease using the Designs and shall promptly remove all references to the Designs from the Licensed Platforms and any other marketing materials.  Licensee retains the right to retain designs for 365 days after removal from Platforms solely for use to print designs for customers who have previously paid, and for which license payment was made to Licensor.  

Additionally, either party may terminate this Agreement immediately upon written notice if the other party breaches any material provision of this Agreement and fails to cure such breach within [15] days of receiving written notice of the breach.

6. Representations and Warranties

Licensor represents and warrants that:

• Licensor is the sole owner of the Designs and has full authority to grant the rights specified in this Agreement.

• The Designs do not infringe upon any third-party rights, including copyright, trademark, or other intellectual property rights.

Licensee represents and warrants that:

• Licensee will comply with all applicable laws and regulations, including those related to online sales and marketing.

• Licensee will not use the Designs in any manner that is defamatory, offensive, or harmful to Licensor’s reputation.

7. Indemnification

Licensee agrees to indemnify, defend, and hold harmless Licensor, its employees, agents, and affiliates, from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from Licensee’s use of the Designs, including any claims of intellectual property infringement, breach of this Agreement, or any other legal action related to Licensee’s conduct under this Agreement.

8. Confidentiality

Licensee agrees to keep confidential any proprietary information or trade secrets of Licensor disclosed during the term of this Agreement. This obligation will survive the termination of this Agreement.

9. Independent Contractors

The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be deemed to create an employer-employee, partnership, or joint venture relationship between Licensor and Licensee.

10. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law principles. Any disputes arising from or related to this Agreement shall be resolved through binding arbitration in Charlotte, North Carolina, under the rules of the American Arbitration Association.

11. Miscellaneous

• Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties.

• Amendments: No amendment to this Agreement shall be effective unless in writing and signed by both parties.

• Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

• Assignment: Licensee may not assign or transfer this Agreement without the prior written consent of Licensor.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.