Action Target Dealer License Agreement

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4. ATI requires that all of our Licensees conduct their business according to the highest ethical standards in order to foster the sense of teamwork and personal responsibility that characterizes the ATI community. 3.0 ROYALTY PAYMENTS Within ten business (10) days after the Effective Date, and within each anniversary of the Effective Date of this License, Licensee shall pay Licensor the amount of One Dollar ($1.00) as a non-refundable license fee. 4.0 DISCLAIMER OF WARRANTY Licensor licenses the ATI Trademark(s) to Licensee on an "AS IS" basis. LICENSOR MAKES NO WARRANTIES OF ANY KIND RESPECTING THE ATI TRADEMARKS, INCLUDING THE VALIDITY OF LICENSOR'S RIGHTS IN THE ATI TRADEMARKS "PT & AT" IN ANY COUNTRY OR JURISDICTION, AND ALL REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THE ATI TRADEMARKS ARE HEREBY DISCLAIMED. 5.0 LIMITED INDEMNITY 5.1 In the event Licensee receives a claim of infringement with respect to any ATI Trademarks in any country or jurisdiction, Licensor shall at its election, and as Licensee's sole and exclusive remedy, either: (i) release Licensee from further obligation to include the applicable ATI Trademarks on Products distributed in such country or jurisdiction until such claim is satisfactorily resolved, or (ii) defend Licensee with respect to such claim and pay all damages awarded by a court of competent jurisdiction, or such settlement amount negotiated by Licensor, attributable to such claim, provided that in either instance Licensee: (a) provides notice of the claim promptly to Licensor; (b) gives Licensor sole control of the defense and settlement of the claim; (c) provides to Licensor, at Licensor's expense, all available information, assistance and authority to defend; and (d) has not compromised or settled such proceeding without Licensor's prior written consent. 5.2 THIS SECTION 5 STATES THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS RELATED TO LICENSOR'S TRADEMARK(S). LICENSOR SHALL HAVE NO OTHER LIABILITY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY AS A RESULT OF USE, LICENSE, OR DISTRIBUTION OF PRODUCTS BEARING LICENSOR'S TRADEMARK(S). 6.0 LIMITATION OF LIABILITY a. Each party's liability to the other for claims relating to this License, whether for breach or in tort, shall be limited to the license fees paid by Licensee under this Agreement during the term in which the action is brought. b. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS LICENSE (INCLUDING LOSS OF PROFITS, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), NO MATTER WHAT THEORY OF LIABILITY; EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES. FURTHER, LIABILITY FOR SUCH DAMAGE SHALL BE EXCLUDED, EVEN IF THE EXCLUSIVE REMEDIES PROVIDED FOR IN THIS LICENSE FAIL OF THEIR ESSENTIAL PURPOSE. The provisions of this Section 6.0 allocate the risks under this License between Licensor and Licensee and the parties have relied upon the limitations set forth herein in determining whether to enter into this License. 7.0 TERMS AND TERMINATION. 7.1 Term. This License shall begin on the effective Date of the Domestic Dealer Agreement and shall expire and/or be renewed in accordance with the terms of the Domestic Dealer Agreement. Termination is permitted for breach of this License upon violation of any one of the conditions hereof, upon violation of the Domestic Dealer Agreement which is co-terminus herewith, or upon declaration of bankruptcy of Licensee. 7.2 Effect of Termination. Upon termination of this License, Licensee shall promptly cease use, display and distribution of all Products and materials, or rendering of all Services, containing the ATI Trademarks "PT & AT", shall remove all ATI Trademark(s) from its internet website(s), from the key words or meta tags associated with such internet web sites, and shall request cancellation of any internet domain name that contains any ATI Trademark(s) or marks substantially similar thereto. All rights and licenses granted to Licensee under this License shall terminate upon such termination.
7.3 No Liability for Expiration or Lawful Termination. Neither party shall have the right to recover damages or to indemnification of any nature, whether by way of lost profits, expenditures for promotion, payment for goodwill or otherwise made in connection with the business contemplated by this License and by the Domestic Dealer Agreement, due to the expiration or permitted or lawful termination of this License. EACH PARTY WAIVES AND RELEASES THE OTHER FROM ANY CLAIM TO COMPENSATION OR INDEMNITY FOR TERMINATION OF THE BUSINESS RELATIONSHIP UNLESS TERMINATION IS IN MATERIAL BREACH OF THIS LICENSE. 7.4 No Waiver. The failure of either party to enforce any provision of this License, or any delay by any party in the enforcement of any right hereunder, shall not be deemed a waiver of that provision. The rights of Licensor under this Section 7.0 are in addition to any other rights and remedies permitted by law under this License. 8.0 MISCELLANEOUS 8.1 Notices. All notices required by this License shall be in writing and shall be delivered as stated in the Domestic Dealer Agreement. 8.2 Severability. If any provision of this License is held to be in violation of applicable law, void, or enforceable in any jurisdiction, then such provision is herewith waived or amended to the extent necessary for the License to be otherwise enforceable in such jurisdiction. However, if in Licensor's opinion deletion or amendment of any provisions of the License by operation of this paragraph unreasonably compromises the rights or increase the liabilities of Licensor, Licensor reserves the right to terminate the License. 8.3 Language. This License is in the English language only, which language shall be controlling in all respects, and all versions of this License in any other language shall be for accommodation only and shall not be binding on the parties to this License. All communications and notices made or given pursuant to this License, and all documentation and support to be provided, unless otherwise noted, shall be in the English language. 8.4 Governing Law. This License and Dealer Agreement is made under and shall be governed by and construed under the laws of the State of Utah. The parties agree that any action shall be brought as stated and agreed to by both parties in the Domestic Dealer Agreement. 8.5 Assignment and Change in Control. This License may not be assigned or transferred by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed, except that Licensor may assign or transfer this License to a majority-owned subsidiary. 8.6 Construction. This License has been negotiated by Licensor and Licensee and by their respective counsel. This License will be fairly interpreted in accordance with its terms and without any strict construction in favor of or against either party. 8.7 Force Majeure. Neither party shall be liable to the other party for non-performance of this License, if the non-performance is caused by events or conditions beyond that party's control and the party makes all reasonable efforts to perform. 8.8 Complete Understanding. This License and the executed Domestic Dealer Agreement constitute and express the final, complete and exclusive agreement and understanding between the parties with respect to the ATI Trademark(s) and supersedes all previous communications, representations or agreements, whether written or oral, with respect thereto. This License may not be modified, amended, rescinded, canceled or waived, in whole or in part, except by a written instrument signed by the parties. ATI Trademarks PT Pepper Popper AT Pepper Popper PT Pepper Popper 2/3 AT Pepper Popper 2/3 PT Colt Popper AT Colt Popper PT Static AT Static PT Cowboy Action Static AT Cowboy Action Static PT Torso
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Action Target Dealer License Agreement

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