Domain name license agreement

DOMAIN NAME LICENSE AGREEMENT THIS DOMAIN NAME LICENSE AGREEMENT is made this ___ day of _________________, 20___, by and between GOLD GROUP REALTY, LLC, a limited liability company organized under the laws of the State of South Dakota and having its principal place of business at 508 E. Sunnybrook Dr., Sioux Fal s, SD 57105 (“Licensor”), and ___________________________________(“Licensee”). RECITALS: A. Licensor is the registered owner of the domain name known as “DanburyHomes.com” (the “Licensed Name”). B. Licensor is willing to allow Licensee to use the Licensed Name for the fee and on the terms set forth in this Agreement. NOW, THEREFORE, in consideration of the foregoing recitals and One Dol ar and other good and valuable consideration, Licensor and Licensee agree as fol ows: 1. License. Licensor hereby grants Licensee the exclusive, non-assignable right to use the Licensed Name for the purposes of directing internet traf ic to chosen web sites related to real estate and related topics. Ownership of the Licensed Names shal , at al times, remain with Licensor. Licensee’s use of the Licensed Names must comply with all laws, ordinances, and regulations relating to the possession or use of domain names, and the Licensed Name shal not be used for adult content, the sale of firearms, the mailing of spam or any il egal or unethical use. Licensee shal , during the term of this Agreement and at its sole expense, defend the Licensed Name against any infringing uses which become known to Licensee. Licensee shal not assign, transfer, sub-license or make any alterations to the Licensed Name without the express prior writ en consent of Licensor. Licensor may transfer the Licensed Name to another party, provided such party agrees to honor Licensee’s rights under this Agreement. 2. License Fee. In consideration of the license granted, Licensee agrees to pay Licensor a licensee fee of ______________________________ dollars ($ , .00) which shal be payable upon execution of this Agreement. 3. Term. Unless sooner terminated as provided below, this Agreement shal have an initial term of 60 months commencing on _________, 20___ and ending on _________, 20___. Unless renewed, upon the expiration or earlier termination of this Agreement, Licensor shal have the right to re-transfer the Licensed Name as desired. 4. DELIVERY OF LICENSED NAME. Upon execution of this Agreement and payment of the License fee, Licensor shal deliver the Licensed Name to Licensee by forwarding type-in traf ic, or, by transfer ing the name servers as follows: If forwarding, provide the website: www.__________________________.______ If changing the name servers, complete the fol owing: Nameserver (primary) _______________________________ Nameserver (secondary) _______________________________ Any new domain name server or domain name forwarding wil be made within ten (10) days fol owing Licensee’s writ en request to Licensor. Domain registration shall remain the responsibility of the Licensor during the term of this Agreement. Licensor shal keep registration up to date; provided, however, that Licensor shal not be liable to Licensee for any acts or omissions of any domain name registrar or other conduct beyond Licensor’s control. 1 5. ACKNOWLEDGEMENT & INDEMNIFICATION. Licensee acknowledges that use of the Licensed Name may be subject to the applicable laws in al jurisdictions in which the Licensed Name is used or accessible, including laws concerning trademarks and other types of intel ectual property. This Agreement confers no trademark rights or other intel ectual property rights in the Licensed Name. Licensee shall use the Licensed Name only in conformance with all such applicable laws and shal indemnify and defend Licensor from any and al claims, demands, losses, expenses or liabilities, including at orney’s fees, which are incur ed, directly or indirectly by Licensor and arise in any manner from or in connection with Licensee’s use of the Licensed Name. 6. WARRANTIES. Licensor war ants that the Licensed Name is registered in the name of Licensor. Licensor expressly disclaims any other express or implied war anties of any nature with respect to the Licensed Name including, without limitation, any implied warranty of merchantability, implied warranty of non-infringement or any implied war anty of fitness for a particular purpose. 7. LIMITATION OF LIABILITY. Licensor shal not be liable to Licensee for any incidental, consequential, or punitive damages relating to the use, or the inability to use, the Licensed Name or domain name forwarding and e-mail forwarding, it being acknowledged that those services are provided by a third party over whom Licensor has no control. It wil be the sole responsibility of Licensee to check that the forwarding services are working cor ectly. In any event, Licensor shal have no liability to Licensee for any amount in excess of the amount of the pro-rated portion of the License Fee set forth herein. 8. DEFAULT. The occur ence of any of the following shal constitute a default by Licensee under this agreement: (i) the failure to make a required payment under this Agreement when due; (ii) the violation of any other provision or requirement that is not corrected within twenty (20) days after writ en notice of the violation is given. 9. REMEDIES. In addition to any other rights or remedies af orded Licensor by law, if Licensee is in default under this Agreement, Licensor may, without notice to or demand upon Licensee, re-take possession of the Licensed Name and terminate Licensee’s ability to use the same. 10. NOTICES. Any notice required or permit ed under this Agreement shal be in writing and shal be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement or when personal y delivered or received via e-mail. 11. CONTROLLING LAW; LITIGATION. This Agreement has been made and shal be performed under the laws of the State of South Dakota without respect to its choice of law considerations, and the laws of said state shal control the interpretation and enforcement of this Agreement. The parties agree that any litigation arising from or in connection with any dispute between the parties under this Agreement shal be brought in South Dakota Circuit Court in the Second Judicial Circuit in and for Minnehaha County, South Dakota. The parties agree that this Agreement bears a rational relationship to the State of South Dakota, and they consent to the personal jurisdiction of such state and further consent and stipulate to venue in the above-described court. 12. ENTIRE AGREEMENT; MODIFICATION. This writ en Agreement constitutes the complete agreement between the parties and supersedes any prior oral or writ en agreements regarding the subject mat er of this Agreement. There are no verbal agreements that change this Agreement, and no modification or alteration of this Agreement shal be ef ective unless in writing and signed by al parties hereto. Licensor: Licensee: GOLD GROUP REALTY, LLC ______________________________ (company name if applicable) By: ____________________________ By: _____________________________ Its: Member Its: _________________________ E-mail Address: bil @hegg.com E-mail address: ___________________ 2 Document Outline

• Domain Name License Agreement