Exhibit 6.2
LICENSE AGREEMENT
This LICENSE AGREEMENT (this “Agreement”)
is made and effective as of [________] (the “Effective Date”) between StartEngine Crowdfuding, Inc. , a Delaware
corporation (the “Licensor”), and StartEngine Real Estate REIT 1 LLC, a Delaware limited liability company (the
“Company”) (each a “party”, and collectively, the “parties”).
RECITALS
WHEREAS, to its knowledge Licensor is the
owner of the trade name “STARTENGINE” (the “Licensed Xxxx”).
WHEREAS, the Company intends to conduct
an offering of its common shares pursuant to a qualified offering statement (the “Offering”), and following
the Offering, the Company desires to use the Licensed Xxxx in connection with the operation of its business, and Licensor is willing
to permit the Company to use the Licensed Xxxx, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1.1. License. Subject
to the terms and conditions of this Agreement, Licensor hereby grants to the Company, and the Company hereby accepts from Licensor,
a personal, non-exclusive, non-transferable, fully-paid-up, royalty-free right and license to use the Licensed Xxxx solely and
exclusively as an element of the Company’s own company name and in connection with the business of the Company. Except as
provided above, neither the Company nor any affiliate, owner, director, officer, employee, or agent thereof shall otherwise use
the Licensed Xxxx or any derivative thereof without the prior express written consent of Licensor in its sole and absolute discretion.
All rights not expressly granted to the Company hereunder shall remain the exclusive property of Licensor. The Company shall not
have a right to sublicense the Licensed Xxxx except to a subsidiary and any sublicense shall terminate if such entity ceases to
be a subsidiary of the Company. The Company shall be responsible for any such sublicensee’s compliance with the terms and
conditions of this Agreement.
1.2. Licensor’s
Use. Nothing in this Agreement shall preclude Licensor, its affiliates, or any of their respective successors or assigns
from using or permitting other entities to use the Licensed Xxxx whether or not such entity directly or indirectly competes or
conflicts with the Company’s business in any manner.
2.1. Ownership. The
Company acknowledges and agrees that Licensor is the owner of all right, title, and interest in and to the Licensed Xxxx, and all
such right, title, and interest shall remain with the Licensor. The Company shall not otherwise contest, dispute, or challenge
Licensor’s right, title, and interest in and to the Licensed Xxxx during the Term (as defined below) of this Agreement.
2.2. Goodwill. All
goodwill and reputation generated by the Company’s use of the Licensed Xxxx shall inure to the benefit of Licensor, and ownership
of such goodwill shall rest in Licensor, and is otherwise hereby assigned by the Company, without need for any other action by
any party. The Company shall not by any act or omission use the Licensed Xxxx in any manner that disparages or reflects adversely
on Licensor or its business or reputation. Except as expressly provided herein, neither party may use any trademark or service
xxxx of the other party without that party’s prior written consent, which consent shall be given in that party’s sole
discretion.
3.1. Quality
Control. In order to preserve the inherent value of the Licensed Xxxx, the Company agrees to use the Licensed Xxxx
in a manner that maintains the quality of the Company’s business and the operation thereof equal to the standards prevailing
as of the Effective Date in the operation of Licensor’s business. At Licensor’s request, the Company will provide Licensor
with samples of the Company’s or any sublicensee’s use of the Licensed Xxxx and, if such use does not conform to such
standards, Licensor will make such change as shall be requested by Licensor within 30 days of written notice from Licensor.
3.2. Compliance
With Laws. The Company agrees that the business operated by it in connection with the Licensed Xxxx shall comply
in all material respects with all laws, rules, regulations and requirements of any governmental body in the United States or elsewhere
as may be applicable to the operation, advertising and promotion of the business.
3.3. Notification
of Infringement. Each party shall promptly notify the other party and provide to the other party all relevant background
facts upon becoming aware of (i) any registrations of, or applications for registration of, marks that do or may conflict
with any Licensed Xxxx, and (ii) any infringements, imitations, or illegal use or misuse of the Licensed Xxxx.
4.1. Mutual
Representations. Each party hereby represents and warrants to the other party as follows:
(a) Due
Authorization. Such party is an entity duly formed and in good standing as of the Effective Date, and the execution, delivery
and performance of this Agreement by such party have been duly authorized by all necessary action on the part of such party.
(b) Due
Execution. This Agreement has been duly executed and delivered by such party and, with due authorization, execution and
delivery by the other party, constitutes a legal, valid and binding obligation of such party, enforceable against such party in
accordance with its terms.
(c) No
Conflict. Such party’s execution, delivery and performance of this Agreement do not:
(i) violate,
conflict with or result in the breach of any provision of the charter, by-laws or limited liability company agreement (or similar
organizational documents) of such party;
(ii) conflict
with or violate any law or governmental order applicable to such party or any of its assets, properties or businesses; or
(iii) conflict
with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would
become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension,
revocation or cancellation of any contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement
to which it is a party.
4.2. Disclaimer. Licensor
makes no representation or warranty to the Company with respect to Licensor’s right to use and/or license the Licensed Xxxx.
5.1. Term. The
term of this Agreement (“Term”) commences on the Effective Date and continues in perpetuity, unless termination
occurs pursuant to the other provisions of this Section 5.
5.2. Automatic
Termination. This Agreement shall automatically terminate if StartEngine Assets LLC ceases to serve as a manager to the Company.
5.3. Termination
for Convenience. This Agreement may be terminated by Licensor for any reason upon 30 days’ written notice to
the Company.
5.4. Termination
for Breach. If a party breaches this Agreement and fails to cure such breach within thirty (30) days following
receipt of written notice from the non-breaching party of such breach, the non-breaching party shall have the right, upon written
notice to the breaching party, to immediately terminate this Agreement.
5.5. Effect
of Termination. Upon termination of this Agreement and after a period of thirty (30) days to ramp down the Company’s
use of the Licensed Xxxx (the “Ramp Down Period”), the Company shall promptly discontinue all use, and refrain
from all future use, of the Licensed Xxxx, including such use in any format confusingly similar thereto. During the Ramp Down Period,
the Company shall use the Licensed Xxxx for transition purposes only until it can discontinue the use of the Licensed Xxxx, and
the Company shall use its commercially reasonable efforts to discontinue use of the Licensed Xxxx as soon as reasonably practicable
following termination of this Agreement.
6.1. Assignment. This
Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Neither party may assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the
prior written consent of the other party. Any purported assignment in violation of this provision shall be void. No assignment
by either party permitted hereunder shall relieve the applicable party of its obligations under this Agreement. Any assignment
by either party in accordance with the terms of this Agreement shall be pursuant to a written assignment agreement in which the
assignee expressly assumes the assigning party’s rights and obligations hereunder.
6.2. Independent
Contractor. Neither party shall have, or shall represent that it has, any power, right or authority to bind the
other party to any obligation or liability, or to assume or create any obligation or liability on behalf of the other party.
6.3. Notices. All
notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall
be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service (with signature required),
by facsimile, or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at their
respective principal executive office addresses.
6.4. Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, other
than with respect to conflicts of laws. The parties unconditionally and irrevocably consent to the exclusive jurisdiction of any
state or federal court of competent jurisdiction located within the State of California and the parties waive any objection with
respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby.
6.5. Amendment. This
Agreement may not be amended or modified except by an instrument in writing signed by all parties hereto.
6.6. No
Waiver. The failure of either party to enforce at any time for any period the provisions of or any rights deriving
from this Agreement shall not be construed to be a waiver of such provisions or rights or the right of such party thereafter to
enforce such provisions, and no waiver shall be binding unless executed in writing by all parties hereto.
6.7. Severability. If
any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all
other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner
in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
6.8. Headings. The
descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning
or interpretation of this Agreement.
6.9. Counterparts. This
Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original instrument
and all of which taken together shall constitute one and the same agreement.
6.10. Entire
Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof
and supersedes all prior agreements and undertakings, both written and oral, between the parties with respect to such subject matter.
6.11. Third
Party Beneficiaries. Nothing in this Agreement, either express or implied, is intended to or shall confer upon any
third party any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
IN WITNESS WHEREOF, each party has caused
this Agreement to be executed as of the Effective Date by its duly authorized officer.
|
LICENSOR: |
|
|
|
|
|
STARTENGINE CROWDFUNDING, INC. |
|
|
|
|
|
|
|
|
|
By: |
|
|
|
Name: |
Xxxxxx Xxxxx |
|
|
Title: |
Chief Executive Officer |
|
|
|
|
|
COMPANY: |
|
|
|
|
|
STARTENGINE REAL ESTATE REIT 1 LLC |
|
|
|
By: StartEngine Assets LLC |
|
|
|
|
|
By: |
|
|
|
Name: |
Xxxxxxx Xxxxxx |
|
|
Title: |
Manager |
[License Agreement]