BLACK LABEL WORLDWIDE COMMERCIAL DESIGN LICENSING & ROYALTY AGREEMENT

 

Effective Date:
[8/23/2026]

 

Licensor:
[THE OTHERSYDERS COMPANY], a
[US Business] with its principal place of business in Nevada, United States ("Licensor") Licensee: The individual or legal entity identified in the applicable purchase record and post-purchase Royalty Registration Form ("Licensee")

 

Licensed Design: The specific Black Label design identified in the applicable purchase record, order confirmation, license certificate, schedule, or other written designation associated with this Agreement.

 

1. AGREEMENT & ACCEPTANCE

This Worldwide Commercial Design Licensing & Royalty Agreement ("Agreement") governs Licensee's acquisition and use of the Licensed
Design. By purchasing a Black Label license, electronically accepting this Agreement, executing this Agreement, or otherwise proceeding with the licensing transaction after being presented with these terms, Licensee acknowledges that Licensee has read, understood,
and agreed to be legally bound by this Agreement. If Licensee is entering into this Agreement on behalf of a company, corporation, partnership, limited liability company, or other legal entity, Licensee represents that Licensee has authority to bind that entity. This Agreement, together with the applicable design listing, purchase record, license certificate, schedules, and any expressly incorporated
written addenda, constitutes the entire agreement concerning the Licensed Design.

 

2. DEFINITIONS

For purposes of this Agreement:

 

"Licensed Design"

means the specific design selected and licensed by Licensee through the Black Label program.

 

"Licensed Product"

means any product, article, merchandise, packaging, or other commercial item expressly incorporating or substantially utilizing the Licensed Design and authorized under this Agreement.

 

"Gross Revenue"

means the total amounts actually received or receivable from the sale, licensing, distribution, commercialization, or other monetization of Licensed Products, before deductions, except as expressly permitted below.

 

"Gross Profit"

means Gross Revenue attributable to Licensed Products less only the Permitted Direct Costs expressly identified in Section 10.

 

"Territory"

means the entire world unless a narrower territory is expressly stated in a written Design Schedule.

 

"Licensor"

means the owner or authorized controller of the Licensed Design and its applicable intellectual-property rights.

 

"Licensee"

means the individual or legal entity identified in the applicable license records.

 

"Affiliate"

means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

 

3. GRANT OF LICENSE

Subject to Licensee's timely payment of all amounts due and continued compliance with this Agreement, Licensor grants Licensee a
worldwide commercial license to use the Licensed Design solely for the authorized purposes stated in this Agreement.

 

The license includes the right, within the authorized scope, to:

• Manufacture Licensed Products;

• Have Licensed Products manufactured by approved third-party manufacturers;

• Market Licensed Products;

• Advertise Licensed Products;

• Offer Licensed Products for sale;

• Sell Licensed Products;

• Distribute Licensed Products;

• Import and export Licensed Products;

• Use the Licensed Design in approved e-commerce operations;

• Use the Licensed Design in approved catalogs and promotional materials; and

• Conduct other commercial activities expressly permitted by the applicable license.

 

No right is granted except those expressly stated in this Agreement.

 

4. WORLDWIDE TERRITORY

The standard Black Label Territory is: WORLDWIDE

​

Licensee may exercise the rights granted under this Agreement internationally, subject to:

1. Applicable laws in each jurisdiction;

2. Product-specific regulatory requirements;

3. Import and export restrictions;

4. Intellectual-property laws;

5. Tax requirements;

6. Consumer-protection laws applicable to Licensee;

7. Labeling and disclosure requirements;

8. Sanctions and trade restrictions; and

9. Any specific limitations contained in the applicable Design Schedule.

 

Licensee is responsible for determining and complying with requirements applicable to its own commercial activities in each jurisdiction in which it operates.

 

5. EXCLUSIVITY

Unless otherwise specified in a Design Schedule, the license is intended to provide Licensee with exclusive commercial rights within the licensed scope.

 

Exclusivity applies only to the particular:

• Licensed Design;

• Licensed Products;

• Commercial applications;

• Territory;

• Distribution channels; and

• Other scope expressly defined by the applicable license.

 

Exclusivity does not transfer ownership of the intellectual property. Licensor retains all rights outside the specific scope granted to Licensee.

 

Licensor may continue to:

• Own the intellectual property;

• Maintain and enforce intellectual-property rights;

• Display the design in its portfolio;

• Use the design for internal, archival, promotional, editorial, or non-commercial purposes;

• License unrelated applications not included within Licensee's exclusive scope; and

• Exercise any rights expressly reserved under this Agreement.

 

6. INITIAL LICENSE PURCHASE FEE

Each Black Label license requires payment of an initial license purchase fee. The applicable amount will be displayed at the time of purchase or identified in the applicable Design Schedule or purchase record.

 

The initial license purchase fee:

• Is separate from royalties;

• Is required before the license becomes effective;

• Does not constitute a purchase of intellectual-property ownership;

• Does not eliminate royalty obligations;

• Does not constitute a recurring license fee; and

• Is non-refundable once the license becomes effective, except where otherwise required by applicable law or expressly stated in writing.

 

7. NO RECURRING FIXED LICENSE FEE

There is no recurring fixed license fee solely for maintaining the Black Label license.

 

Licensee's continuing financial obligations consist primarily of:

1. The initial license purchase fee;

2. Applicable royalties;

3. Any applicable minimum royalty expressly stated in the Design Schedule;

4. Taxes or governmental charges applicable to Licensee;

5. Approved transfer, amendment, or special-use fees, if any; and

6. Other amounts expressly stated in this Agreement.

 

A minimum royalty, where applicable, is a commercial royalty commitment and is not a recurring license-access fee.

 

8. INTELLECTUAL-PROPERTY OWNERSHIP

Licensor retains all right, title, and interest in and to the Licensed Design and all underlying intellectual property.

Nothing in this Agreement transfers ownership of:

​

• Copyright;

• Design rights;

• Trademarks;

• Trade dress;

• Artwork;

• Illustrations;

• Technical drawings;

• Digital files;

• Source files;

• Concepts;

• Design systems;

• Derivative intellectual property; or

• Other proprietary rights.

 

Licensee receives only the license rights expressly granted. All rights not expressly granted are reserved by Licensor.

 

9. MANUFACTURING RIGHTS

Licensee may manufacture Licensed Products directly or through third-party manufacturers.

Licensee remains responsible for all actions of manufacturers engaged by Licensee in connection with the Licensed Design.

​

Third-party manufacturers:

• Acquire no ownership interest;

• May use the Licensed Design solely to fulfill Licensee's authorized manufacturing requirements;

• May not independently commercialize the Licensed Design;

• May not sell Licensed Products on their own behalf;

• May not retain or reuse design files for unauthorized purposes; and

• Must comply with reasonable confidentiality and intellectual-property protections.

​

Licensee shall take commercially reasonable steps to prevent unauthorized copying or distribution by manufacturers.

 

10. ROYALTY CALCULATION

​

Licensee shall pay Licensor, The Othersyders Company, a royalty equal to: 5% OF GROSS QUARTERLY REVENUE generated from Licensed Products. For purposes of this Agreement, Gross Quarterly Revenue means the total amounts actually received or receivable from the sale, licensing, distribution, commercialization, or other monetization of Licensed Products during the applicable calendar quarter, before deductions, except for actual customer refunds and returns and transaction taxes actually collected from customers and remitted to governmental authorities. No deduction shall be made for general business expenses, manufacturing costs, materials, labor, advertising, marketing, shipping, platform fees, payment-processing fees, rent, payroll, overhead, taxes on business income, financing costs, or other operating expenses unless expressly approved in writing by Licensor. For example, if Licensed Products generate $10,000 in Gross Quarterly Revenue: $10,000 × 5% = $500 royalty payable to The Othersyders Company.

 

The royalty obligation applies regardless of the Licensee's net profit or loss from the Licensed Products. Licensee may not restructure transactions, transfer sales to Affiliates, manipulate pricing, or otherwise arrange transactions for the primary purpose of reducing royalties.

Transactions between Licensee and Affiliates shall be recorded on commercially reasonable terms and remain subject to Licensor's verification rights.

 

11. BUNDLED PRODUCTS

If a Licensed Design is incorporated into a product containing multiple designs, intellectual properties, components, or commercial
elements, Licensee shall use the allocation methodology established by the applicable Design Schedule. Where no allocation methodology is specified, the parties shall use a commercially reasonable method based on the relative contribution of the Licensed Design to the product. Licensor may reasonably request supporting documentation for the allocation.

 

12. DIGITAL SALES & E-COMMERCE

Online sales of Licensed Products constitute sales within the scope of this Agreement regardless of the platform through which the sale
occurs.

​

This includes:

• Licensee-owned websites;

• E-commerce platforms;

• Online marketplaces;

• Social-commerce platforms;

• Mobile applications;

• Direct-to-consumer platforms;

• Wholesale portals; and

• Other authorized digital channels.

​

Licensee remains responsible for accurately reporting all applicable sales.

 

13. SUBLICENSING

Licensee may not sublicense the Licensed Design without Licensor's prior written approval.

​

A sublicense may be approved subject to:

​

• Additional contractual requirements;

• Additional fees;

• Additional royalty obligations;

• Reporting obligations;

• Territory limitations;

• Product limitations;

• Quality-control requirements;

• Confidentiality obligations; and

• Other conditions determined by Licensor.

​

Any approved sublicense shall not diminish Licensee's obligations to Licensor. Licensee remains responsible for royalty reporting and compliance relating to approved sublicense activity unless Licensor expressly agrees otherwise in writing.

 

14. ASSIGNMENT & TRANSFER

Licensee may not sell, assign, transfer, pledge, encumber, or otherwise convey this Agreement or any rights granted under it without
Licensor's prior written approval. A change of control of Licensee may be treated as an assignment.

​

Licensor may require a proposed transferee to: 

​

• Execute a new agreement;

• Provide corporate and ownership information;

• Demonstrate financial and operational suitability;

• Assume all existing obligations;

• Pay applicable administrative or transfer fees; and

• Satisfy any other reasonable licensing requirements.

​

 

15. MODIFICATIONS & DERIVATIVE WORKS

Licensee may make technical modifications reasonably necessary to manufacture authorized Licensed Products, including:

• Scaling;

• Sizing;

• Production adaptations;

• Material adaptations;

• Color adjustments;

• Manufacturing specifications; and

• Other technical modifications required for production.

​

 

16. QUALITY CONTROL

Licensee shall maintain commercially reasonable quality standards for Licensed Products.

​

Licensor may request:

• Product samples;

• Prototype images;

• Product photographs;

• Manufacturing specifications;

• Packaging examples;

• Digital proofs; or

• Other reasonable materials necessary to verify appropriate use of the Licensed Design.

 

Licensee shall not knowingly use the Licensed Design in products that are unlawful, materially deceptive, or reasonably likely to damage the reputation or commercial value of the Licensed Design.

 

17. ROYALTY REPORTING & QUARTERLY PAYMENT

Licensee shall provide royalty reports and pay all royalties due to Licensor on a quarterly basis.

After completing a Black Label purchase, Licensee will be directed to a post-purchase Royalty Registration Form. The Licensee must complete this form and provide accurate information reasonably necessary to establish its licensing records, administer quarterly royalty reporting, and facilitate communications and payments relating to the Agreement.

​

The Royalty Registration Form may request information including:

​

• Legal name or business name;

• Contact information;

• Business information;

• Payment information where applicable;

• Tax information where applicable; and

• Other information reasonably necessary to administer the licensing relationship.

​

The Royalty Registration Form is completed after purchase. A Black Label membership or account is not required to purchase a license.

Each quarterly royalty report shall contain sufficient information to determine the royalty due, including:

​

• Gross Quarterly Revenue;

• Units produced;

• Units sold;

• Returns;

• Refunds;

• Applicable transaction taxes actually collected and remitted;

• Royalty calculation;

• Royalty amount due; and

• Other reasonably necessary supporting information.

​

Reports and royalty payments shall be submitted within thirty (30) days after the end of each calendar quarter, unless another deadline is expressly stated in the applicable Design Schedule. All royalties are payable to The Othersyders Company in United States Dollars unless otherwise agreed in writing. Failure to submit a required quarterly report or pay royalties when due constitutes a breach of this Agreement and may result in interest, collection costs, suspension of licensed use, or termination as provided herein.

 

18. RECORD RETENTION

Licensee shall maintain complete records supporting royalty calculations for at least seven (7) years following the applicable reporting period, or longer if required by applicable law. Records shall be sufficiently detailed to permit verification of:

​

• Sales;

• Revenue;

• Costs;

• Returns;

• Inventory;

• Manufacturing;

• Distribution;

• Affiliate transactions; and

• Royalty calculations.

 

19. AUDIT RIGHTS

Licensor may audit Licensee's relevant records upon reasonable written notice. Audits may be conducted by:

​

• Licensor;

• Licensor's authorized representatives;

• An independent accountant; or

• Another qualified professional designated by Licensor.

​

Audits shall occur during reasonable business hours and shall be conducted in a commercially reasonable manner. If an audit identifies an underpayment of royalties of more than 5% for the audited period, Licensee shall reimburse Licensor for reasonable third-party audit costs in addition to paying:

​

• The royalty deficiency;

• Applicable interest;

• Reasonable collection expenses; and

• Other amounts permitted under this Agreement or applicable law.

 

Material or intentional underreporting may constitute a material breach.

 

20. MINIMUM ROYALTY

A specific Licensed Design may be subject to a minimum annual royalty. If applicable, the minimum royalty amount will be expressly identified in the applicable Design Schedule before purchase. No minimum royalty applies unless expressly stated. Royalties actually paid during the applicable period shall be credited against the applicable minimum royalty. Minimum royalties do not replace the 5% royalty calculation unless expressly stated in the Design Schedule.

 

21. PAYMENT CURRENCY

Unless otherwise agreed in writing, all amounts payable to Licensor shall be calculated in United States Dollars (USD). If sales occur in another currency, Licensee shall convert the applicable amounts into USD using the commercially recognized exchange rate specified by Licensor for the applicable reporting period. Licensee is responsible for bank charges, currency-conversion costs, and similar transaction expenses associated with payments.

 

22. TAXES & WITHHOLDING

Licensee is responsible for taxes arising from its own business activities and use of the Licensed Design.

If applicable law requires Licensee to withhold taxes from royalty payments, Licensee shall:

​

1. Notify Licensor promptly;

2. Provide documentation establishing the withholding;

3. Remit the withholding to the appropriate authority;

4. Provide Licensor with official evidence of payment; and

5. Cooperate in good faith regarding any available treaty benefits or reduced withholding rates.

 

Except where prohibited by applicable law, Licensee shall use reasonable efforts to minimize legally required withholding.

 

23. CONFIDENTIALITY

Licensee shall protect confidential and proprietary information received from Licensor. Confidential information includes, without limitation:

​

• Unreleased designs;

• Design files;

• Source materials;

• Technical information;

• Pricing;

• Licensing terms;

• Manufacturing information;

• Business information;

• Non-public product concepts; and

• Other information reasonably understood to be confidential.

 

Confidentiality obligations survive termination for the period specified by applicable law or this Agreement.

 

24. INTELLECTUAL-PROPERTY INFRINGEMENT

Licensee shall promptly notify Licensor of known or suspected unauthorized use, copying, infringement, counterfeiting, or
misappropriation involving the Licensed Design. Licensor retains primary control over enforcement of its intellectual-property rights unless otherwise agreed in writing. Licensee shall reasonably cooperate with Licensor in enforcement matters. Licensee shall not commence legal proceedings concerning Licensor's intellectual property without Licensor's prior written authorization, except where mandatory law provides otherwise.

 

25. LICENSEE'S BUSINESS RESPONSIBILITIES

Licensee is solely responsible for:

​

• Manufacturing;

• Product safety;

• Product compliance;

• Advertising;

• Marketing claims;

• Consumer disclosures;

• Labeling;

• Packaging;

• Importation;

• Exportation;

• Customs;

• Taxes;

• Insurance;

• Employment;

• Distribution;

• Customer service;

• Product warranties; and

• Compliance with laws applicable to Licensee's business.

• ​

The Black Label license does not constitute a guarantee of product approval, market acceptance, profitability, or commercial success.

 

26. PROHIBITED USES

Licensee may not knowingly use the Licensed Design:

​

• For unlawful purposes;

• To violate third-party intellectual-property rights;

• In a manner that falsely represents ownership of Licensor's intellectual property;

• To create unauthorized competing designs;

• To sell or distribute the underlying design files;

• To permit unauthorized third-party use;

• To sublicense without approval;

• To transfer the license without approval; or

• In any manner materially outside the authorized scope.

• ​

Licensor may suspend disputed or unauthorized uses while investigating a potential violation.

 

27. REPRESENTATIONS OF LICENSEE

Licensee represents that:

​

1. Licensee has authority to enter into this Agreement.

2. The information provided in the purchase record and post-purchase Royalty Registration Form is accurate.

3. Licensee will use the Licensed Design only as authorized.

4. Licensee will comply with applicable law.

5. Licensee will maintain accurate financial records.

6. Licensee will accurately report royalty obligations.

7. Licensee will not knowingly circumvent the royalty structure.

8. Licensee will not misrepresent ownership of the Licensed Design.

 

28. TERM

The license begins when the initial license purchase has been completed and the applicable licensing requirements have been satisfied.

Unless otherwise specified in the applicable Design Schedule, the license remains effective for the life of the Agreement, subject to continued compliance with its terms. There is no recurring fixed license fee merely for keeping the license active. Royalty, reporting, confidentiality, intellectual-property, audit, and other continuing obligations remain effective for as long as required by this Agreement.

 

29. TERMINATION FOR BREACH

Licensor may terminate the license upon material breach, including:

• Failure to pay royalties;

• Materially inaccurate royalty reports;

• Intentional underreporting;

• Unauthorized sublicensing;

• Unauthorized assignment;

• Unauthorized commercial use;

• Material intellectual-property violations;

• Material confidentiality violations;

• Repeated reporting failures;

• Material quality-control violations;

• Fraud;

• Circumvention of royalty obligations; or

• Other material violations of this Agreement.

 

Where the breach is reasonably curable, Licensor may provide Licensee a thirty (30) day opportunity to cure. Certain breaches may be subject to immediate termination where permitted by law or where the nature of the breach makes cure impracticable.

 

30. TERMINATION FOR INSOLVENCY OR BUSINESS FAILURE

To the extent permitted by applicable law, Licensor may terminate the Agreement or exercise available contractual remedies if Licensee:

​

• Ceases substantial business operations;

• Becomes insolvent;

• Makes a general assignment for creditors;

• Enters liquidation;

• Becomes subject to applicable insolvency proceedings; or

• Experiences another material financial event specified in the Agreement.

• ​

Nothing in this section is intended to override mandatory insolvency laws applicable to Licensee.

 

31. EFFECT OF TERMINATION

Upon termination:

1. Licensee shall cease new commercial use of the Licensed Design.

2. Licensee shall cease manufacturing new Licensed Products.

3. Licensee shall stop representing itself as an authorized Black Label licensee.

4. All unpaid royalties become immediately due.

5. Licensee shall provide a final royalty report.

6. Licensee shall return or destroy confidential materials as required.

7. Licensee shall cease unauthorized use of Licensor's intellectual property.

 

32. SELL-OFF PERIOD

Unless termination results from fraud, intentional infringement, intentional royalty avoidance, or another serious violation specified by
the Agreement, Licensor may permit Licensee a limited sell-off period for finished Licensed Products manufactured before termination.

Unless otherwise stated in writing, the sell-off period shall be ninety (90) days.

​

All sales during the sell-off period remain subject to:

• Royalty reporting;

• Payment of royalties;

• Audit rights;

• Quality requirements; and

• Other provisions that reasonably survive termination.

• ​

No new Licensed Products may be manufactured during the sell-off period without written authorization.

 

33. SURVIVAL

The following provisions survive termination to the extent applicable:

• Intellectual-property ownership;

• Accrued payment obligations;

• Royalty reporting;

• Audit rights;

• Confidentiality;

• Indemnification;

• Dispute resolution;

• Governing law;

• Limitations of liability;

• Record retention; and

• Any provisions that by their nature are intended to survive.

 

34. WARRANTIES & DISCLAIMERS

Except for express representations contained in this Agreement, the Licensed Design is provided for commercial licensing purposes without any guarantee regarding:

​

• Market demand;

• Sales volume;

• Profitability;

• Consumer acceptance;

• Manufacturing success;

• Retail placement;

• Distribution;

• Business performance; or

• Commercial results.

​

Licensor does not guarantee that Licensee's use of the Licensed Design will produce a particular financial result.

Nothing in this Agreement excludes any warranty or right that cannot lawfully be excluded.

 

35. INDEMNIFICATION BY LICENSEE

To the extent permitted by applicable law, Licensee shall defend, indemnify, and hold harmless Licensor and its officers, members,
managers, employees, agents, and representatives from third-party claims, damages, liabilities, costs, and reasonable expenses
arising from:

​

• Licensee's manufacture of Licensed Products;

• Licensee's sale or distribution of Licensed Products;

• Product defects;

• Licensee's advertising or marketing claims;

• Licensee's violation of law;

• Licensee's unauthorized use of the Licensed Design;

• Licensee's breach of this Agreement; or

• Acts or omissions of Licensee's manufacturers, distributors, sublicensees, or contractors.

 

36. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, Licensor shall not be liable for indirect, incidental, special, consequential, exemplary,
or punitive damages arising from Licensee's commercial activities or use of the Licensed Design. Nothing in this Agreement limits liability that cannot legally be limited. The parties acknowledge that the commercial licensing relationship is intended to allocate risk between sophisticated commercial parties.

 

37. INSURANCE

For certain Licensed Products or commercial applications, Licensor may require Licensee to maintain commercially appropriate insurance,
including product liability insurance. Any specific insurance requirements will be identified in the applicable Design Schedule or otherwise provided in writing.

 

38. COMPLIANCE WITH INTERNATIONAL LAW

Licensee may use the Licensed Design worldwide, but Licensee remains responsible for complying with mandatory laws applicable to its
activities in each jurisdiction. Licensee shall not use the Licensed Design in connection with transactions prohibited by applicable sanctions, export-control laws, embargoes, or other mandatory trade restrictions. Licensor may refuse or suspend transactions where reasonably necessary to comply with applicable law.

 

39. GOVERNING LAW

Except to the extent mandatory law provides otherwise, this Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, United States of America, without regard to its conflict-of-law principles. The parties acknowledge that the Licensor is based in Nevada and that Nevada has a substantial relationship to the transaction. The choice of Nevada law is intended to provide a consistent governing legal framework for the worldwide licensing relationship.

 

40. EXCLUSION OF CISG

The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement, the Licensed Design, or the licensing relationship established by this Agreement. This Agreement is a commercial intellectual-property licensing arrangement and is not intended to constitute an international sale of goods.

 

41. INTERNATIONAL ARBITRATION

Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, performance,
breach, termination, or validity, shall be resolved by binding international arbitration.

​

Unless the parties agree otherwise in writing:

• The arbitration shall be conducted in English;

• The seat of arbitration shall be Las Vegas, Nevada, United States of America;

• The arbitration shall be conducted under the UNCITRAL Arbitration Rules in effect when the arbitration is commenced;

• The tribunal shall consist of one arbitrator unless the parties agree otherwise;

• The arbitrator shall have authority to award monetary damages and other relief permitted by applicable law;

• The award shall be final and binding.

​

The parties may seek temporary or emergency injunctive relief from a court of competent jurisdiction when necessary to protect intellectual property, confidential information, or prevent immediate irreparable harm pending arbitration. The parties acknowledge the international character of the transaction and intend the arbitration provision to be enforceable to the fullest extent permitted by applicable law. UNCITRAL's Arbitration Rules are specifically designed for commercial arbitration and include provisions addressing the conduct of arbitral proceedings and awards.

 

42. ENFORCEMENT OF ARBITRAL AWARDS

The parties intend that any arbitral award may be recognized and enforced in any jurisdiction having appropriate authority over the
parties or their assets. The parties acknowledge the importance of the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention) in international commercial arbitration.

 

43. ATTORNEYS' FEES & COLLECTION COSTS

To the extent permitted by applicable law and determined by the arbitrator or court of competent jurisdiction, the prevailing party in a
dispute arising from a material breach may be entitled to recover reasonable attorneys' fees, arbitration costs, collection costs, and other reasonable expenses. Licensor may additionally recover reasonable costs incurred in collecting unpaid royalties where permitted by law.

 

44. ELECTRONIC ACCEPTANCE

Electronic acceptance, electronic signatures, digital acknowledgments, click-through acceptance, and electronically stored records may constitute acceptance of this Agreement to the extent permitted by applicable law. Licensee agrees that electronic records may be used to establish the existence and terms of the licensing relationship.

 

45. NOTICES

Notices under this Agreement may be delivered electronically to the email address provided by Licensee in the purchase record or post-purchase Royalty Registration Form unless applicable law requires another form of notice. Licensee is responsible for maintaining current contact information and royalty-payment information.

 

46. AMENDMENTS

No amendment to the material terms of this Agreement shall be effective unless made in writing and accepted by the parties, except
that Licensor may make reasonable administrative or procedural updates applicable prospectively where permitted by law. Material changes affecting an existing license shall not retroactively expand Licensee's financial obligations without appropriate notice and acceptance where required.

 

47. SEVERABILITY

If any provision of this Agreement is determined to be invalid, unenforceable, or unlawful, the remaining provisions shall remain in
effect to the fullest extent permitted by law. The invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intended commercial purpose where legally permissible.

 

48. NO WAIVER

Failure by either party to enforce a provision does not constitute a waiver of that provision or the right to enforce it later. A waiver must be express and applicable to the particular circumstance for which it is given.

 

49. ENTIRE AGREEMENT

This Agreement, together with the applicable Design Schedule, purchase record, license certificate, and expressly incorporated written
documents, constitutes the entire agreement between the parties regarding the Licensed Design. It supersedes prior discussions, representations, communications, and understandings concerning the same subject matter.

 

50. ORDER OF PRECEDENCE

If there is a conflict between documents relating to the same license, the following order shall apply unless expressly stated
otherwise:

1. A separately executed amendment;

2. The applicable Design Schedule;

3. This Agreement;

4. The purchase record or order confirmation;

5. General Black Label database descriptions or promotional materials.

 

51. LICENSEE ACKNOWLEDGMENT

By completing the Black Label purchase process and, where applicable, submitting the post-purchase Royalty Registration Form, Licensee acknowledges that:

• The Licensed Design remains the property of Licensor;

• Licensee is purchasing a license, not intellectual-property ownership;

• The initial license purchase fee is separate from royalties;

• There is no recurring fixed license fee;

• The royalty payable to The Othersyders Company is 5% of Gross Quarterly Revenue generated from Licensed Products as defined in this Agreement;

• The license is worldwide unless otherwise stated;

• Commercial use is subject to the scope of the license;

• Manufacturing rights are subject to this Agreement;

• Sublicensing and transfer require authorization;

• Royalty reporting is mandatory;

• Licensor has audit rights;

• Any applicable minimum royalty will be disclosed before purchase;

• The license may be terminated for material breach;

• International disputes are subject to the dispute-resolution provisions of this Agreement; and

• Licensee has had an opportunity to review these terms before completing the purchase.

• No Black Label membership or account is required to purchase a license.

• After purchase, Licensee will be directed to a post-purchase Royalty Registration Form and must provide the information reasonably necessary to establish quarterly royalty reporting and royalty-payment records.