This Licensing Agreement ("Agreement") becomes effective upon the Licensee's acceptance through an electronic process. The Sexual Wellness Awards ("SXWA"), hereinafter referred to as "Licensor," and the party agreeing to this Agreement, hereinafter referred to as "Licensee," agree to the terms and conditions set forth herein. By selecting "I Agree" or a similar button on the electronic interface, the Licensee confirms that they have read, understood, and agreed to all the terms and conditions of this Agreement.

I - GRANT OF LICENSE

Licensor hereby grants Licensee a non-exclusive, non-transferable license to use the SXWA badge for a period of one (1) year from the effective date of this Agreement, subject to the terms outlined below. This license shall automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least 30 days prior to the end of the current term, or unless the Licensor, in its sole discretion, decides not to renew the license.

Usage Permission types

1. Social media and website promotion When it comes to promotion through social media and websites, the Licensee is granted the right to use the SXWA badge on their official social media platforms, press releases, trade show signage, company decks, and website without incurring any charges. This complimentary use is contingent upon the condition that the badge remains in its original, unaltered form, ensuring that the integrity and design of the badge are preserved.

2. Commercial use For any commercial use of the SXWA badge, the Licensee is obligated to pay the relevant licensing fees. These commercial applications include, but are not limited to, integration of the badge in product packaging, advertising campaigns (including paid social), in-store promotional materials, and any other commercial endeavors. The fee structure for such uses is detailed in this agreement and ensures that the Licensor receives appropriate compensation for the use of its intellectual property in a commercial context.

II - BADGE USAGE GUIDELINES

The badge must be utilized in its exact form as provided by the Licensor, without any modifications or alterations, except as otherwise provided in the modifications section of this agreement. This requirement is imperative to maintain the original design, color scheme, and proportions, ensuring that the badge's visual representation remains consistent with the Licensor's brand standards.

Additionally, every instance of the badge's use must be accompanied by clear and visible attribution to the Sexual Wellness Awards. This means that any display of the badge, whether digital or physical, should include a direct acknowledgment that it is a symbol of recognition from the Sexual Wellness Awards. The attribution should be presented in a manner that is easily readable and immediately associated with the badge to avoid any potential confusion regarding its origin.

The Licensee also commits to using the badge in a manner that upholds and respects the integrity and reputation of the Sexual Wellness Awards. This entails avoiding any uses of the badge that could be perceived as misleading, derogatory, or damaging to the award's prestige and standing in the industry. The Licensee should ensure that the badge is associated only with high-quality products or services that align with the values and standards of the Sexual Wellness Awards.

Furthermore, any uses of the badge that are not explicitly covered within this Agreement require prior written approval from the Licensor. This stipulation is in place to ensure that any novel or unconventional applications of the badge are reviewed and authorized by the Licensor, thus safeguarding the badge's integrity and the brand it represents. The Licensee must submit a detailed proposal outlining the intended use of the badge to the Licensor and obtain written consent before proceeding with any such use.

III - MARKETING AND PROMOTION PERMISSIONS GRANTED BY LICENSOR

The Licensor grants the Licensee permission to engage in marketing and promotional activities to publicize their award recognition under the following conditions:

• Digital and Print Media. The Licensee is authorized to feature the SXWA badge in both digital and print media formats. This includes, but is not limited to, online advertisements, email marketing campaigns, digital newsletters, brochures, and printed posters, provided that the badge is used in accordance with the badge usage guidelines set forth in this Agreement.

• Press Releases and Public Announcements. The Licensee may issue press releases and public announcements relating to the award recognition. Such communications should accurately depict the nature of the award and must not imply any endorsement or partnership beyond the scope of the license granted herein.

• Event Marketing. The Licensee is permitted to display the SXWA badge at trade shows, exhibitions, and other promotional events. The use of the badge in event marketing must adhere to the integrity and reputation standards as outlined in the Agreement.

• Video Content. The Licensee may incorporate the SXWA badge into promotional videos, including but not limited to, corporate videos, product showcase videos, and social media clips, ensuring that the badge's use respects the guidelines detailed in this Agreement.

It is imperative that all marketing and promotional activities conducted by the Licensee reflect positively on the reputation and prestige of the Sexual Wellness Awards and adhere to the standards and conditions specified by the Licensor. The Licensee must submit samples or drafts of major marketing and promotional materials to the Licensor for approval prior to public release or distribution. This approval process is designed to ensure compliance with the Agreement and to maintain the quality and integrity of the SXWA brand.

IV - LICENSING FEES FOR COMMERCIAL USE

Fee Structure:

1. Companies with Annual Revenue of $1 Million or Less (Startups): For startups or companies whose annual revenue does not exceed $1 million, an annual licensing fee of $300 is required for the commercial use of the SXWA badge. This fee is designed to be accessible for smaller and emerging companies, allowing them to leverage the SXWA badge in their marketing and promotional efforts while managing budget constraints typical of early-stage businesses.

2. Companies with Annual Revenue Greater than $1 Million but Not Exceeding $10 Million: Companies with an annual revenue that falls between $1 million and $10 million are required to pay an annual licensing fee of $999 for the commercial use of the SXWA badge. This tier reflects the increased financial capacity of these businesses while still providing substantial value in the form of brand association with the Sexual Wellness Awards, which can enhance the company's market presence and credibility.

3. Companies with Annual Revenue Greater than $10 Million but Not Exceeding $25 Million: For businesses with annual revenues between $10 million and $25 million, an annual licensing fee of $1,500 is required for the commercial use of the SXWA badge. This pricing tier is structured to align with the broader marketing budgets and strategic goals of mid-sized companies, allowing them to capitalize on the prestige of the SXWA badge to potentially reach larger audiences and markets.

4. Companies with Annual Revenue Exceeding $25 Million: Companies with annual revenues surpassing $25 million are assessed an annual  licensing fee of $2,000 is required for the commercial use of the SXWA badge. This fee level is tailored for large enterprises that have substantial market influence and financial resources, enabling them to integrate the SXWA badge into expansive marketing and branding campaigns that can significantly enhance their product positioning and brand image in the industry.

The term “annual revenue” is defined as the total gross revenue generated by the Licensee in the most recent fiscal year. The Licensor reserves the right to request financial documentation to verify the annual revenue of the Licensee. Licensing fees are non-refundable and non-transferable. Payments can be made via bank transfer, credit card, or PayPal, and the Licensee is responsible for covering transaction fees. Non-compliance may result in additional fees and potential license termination.

V - TERM AND RENEWAL

The initial term of this Licensing Agreement is established as twelve (12) months, commencing from the date of execution as specified at the beginning of this Agreement. During this period, the Licensee is entitled to utilize the SXWA badge under the conditions and limitations set forth in this document. Upon the conclusion of the initial 12-month term, the Licensee has the option to renew this Agreement on an annual basis. To effectuate the renewal, the Licensee must remit payment of any applicable licensing fees as outlined in the "Licensing Fees for Commercial Use" section of this Agreement. Such payment must be completed prior to the expiration of the current term to ensure uninterrupted rights to the commercial use of the badge. Additionally, the Licensor retains the authority to amend the licensing fees and associated conditions at each renewal period. Any modifications to fees or conditions shall be communicated to the Licensee in writing, providing sufficient notice prior to the renewal date. 

VI - TERMINATION OF LICENSE

1. Immediate Termination by Licensor:
   The Licensor reserves the right to terminate this Agreement immediately if the Licensee fails to comply with any terms, conditions, or obligations outlined herein. Non-compliance may include, but is not limited to, unauthorized use of the SXWA badge, failure to pay licensing fees or royalties, or any breach that affects the integrity or reputation of the Sexual Wellness Awards.

2. Termination by Either Party with Notice:
   Either the Licensor or the Licensee may terminate this Agreement for any reason by providing written notice to the other party at least thirty (30) days in advance. The notice must clearly state the intent to terminate and the effective date of termination, allowing the receiving party sufficient time to prepare for the cessation of rights and obligations under this Agreement.

3. Obligations Upon Termination:
   Upon the effective date of termination, whether initiated by the Licensor or the Licensee, the Licensee is required to immediately cease all use of the SXWA badge in any form, including but not limited to website, social media, product packaging, and advertising. Furthermore, the Licensee must promptly return or destroy all materials, both digital and physical, that incorporate or reference the SXWA badge. The Licensee shall provide written confirmation to the Licensor within ten (10) business days following termination, certifying that all such materials have been returned or destroyed in accordance with this Agreement. Additionally, any outstanding royalties due up to the termination date would still be payable by the Licensee.

VII - INTELLECTUAL PROPERTY

The SXWA badge is exclusively owned by the Licensor, Lunch Consulting LLC, dba under The Sexual Wellness Awards. This exclusivity signifies that all intellectual property rights, including copyrights, trademarks, and any other proprietary rights related to the SXWA badge, are retained solely by the Licensor.

The Licensee, by entering into this Licensing Agreement, is granted a limited license to use the SXWA badge as specified in this document. However, it is expressly understood that the Licensee does not obtain any ownership rights or interest in the badge itself. This limitation ensures that the Licensee's use of the badge is strictly confined to the terms and conditions stated herein and does not extend beyond the scope of this Agreement.

Furthermore, the Licensor warrants that it has the full legal right and authority to grant the Licensee a license to use the SXWA badge. This warranty includes an assurance that the badge does not infringe upon any third-party intellectual property rights. Consequently, the Licensor guarantees that the Licensee's authorized use of the badge, as specified in this Agreement, will not violate any third-party rights, thereby protecting the Licensee from potential claims of infringement.

VIII - CONFIDENTIALITY

The Licensee acknowledges that during the term of this Agreement and in the course of its performance, it may have access to and become acquainted with information related to the operations, products, processes, and methodologies of the Licensor, including but not limited to the SXWA badge, that is of a confidential and proprietary nature ("Confidential Information"). The Licensee agrees to maintain the confidentiality of all such Confidential Information and to use such information solely for the purposes of fulfilling its obligations under this Agreement. The Licensee shall not disclose, publish, or disseminate any Confidential Information to any third party without the prior written consent of the Licensor. This obligation of confidentiality shall survive the termination or expiration of this Agreement and shall continue indefinitely until such Confidential Information becomes publicly known through no fault of the Licensee or is otherwise lawfully obtained or independently developed by the Licensee without reliance on such Confidential Information. The Licensee shall take all reasonable steps to ensure that its employees and agents, and any third parties to whom such Confidential Information must be disclosed in order to fulfill the Licensee's obligations hereunder, are bound by similar confidentiality obligations.

IX - INDEMNIFICATION

The Licensee agrees to indemnify, defend, and hold harmless the Licensor against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorney's fees, arising from, or related to the misuse of the SXWA badge. This includes any violations of the terms and conditions set forth in this Agreement, any acts of intellectual property infringement connected to the Licensee's use of the badge, and any false statements or negligent acts carried out by the Licensee. This indemnification obligation ensures that the Licensee assumes full responsibility for any legal or financial repercussions resulting from their actions or omissions related to the SXWA badge, thereby protecting the Licensor from potential harm or loss.

X - DISPUTES 

Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. If the parties involved in the Licensing Agreement are unable to resolve disputes through direct negotiation, the next step is to engage in mediation. This process involves a mediator, who must be approved by both parties. The mediator's role is to facilitate discussions in hopes of reaching a mutual agreement. Should mediation not lead to a resolution, the parties may then submit their disputes to arbitration. Arbitration will be conducted by an arbitrator who is mutually acceptable to both parties, or alternatively, through the American Arbitration Association (AAA). The costs associated with the arbitration process will be divided as determined by the appointed arbitrator. If the outcome of arbitration is deemed unsatisfactory by either party, the dispute may then be escalated to litigation. In such an event, legal proceedings will be conducted in Palm Beach County, Florida.

XI - COMPLIANCE CERTIFICATIONS & RECORD KEEPING

Licensee must maintain precise and comprehensive records documenting their use of the licensed intellectual property. This record-keeping obligation persists throughout the entire duration of the Licensing Agreement.

XII - MISCELLANEOUS

Limitation of Liability. Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for any indirect, incidental, punitive, or consequential damages, including loss of profits, revenue, or data, arising out of, or related to this Agreement, even if advised of the possibility of such damages. The total liability of either party for any and all claims under this Agreement shall not exceed the total amount of fees paid by the Licensee to the Licensor during the 12-month period preceding the claim.

Entire Agreement. This Agreement represents the complete and exclusive understanding between the parties regarding the subject matter contained herein. It effectively nullifies and replaces any and all previous agreements, discussions, negotiations, or understandings, whether oral or written, that may have existed between the parties concerning this subject matter. This clause ensures that no other documents, promises, or understandings outside of this Agreement are considered binding or relevant to the terms agreed upon by both parties.

Severability. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. Instead, this Agreement shall be reformed, construed, and enforced as if such invalid, illegal, or unenforceable provision had never been contained herein, ensuring the remaining provisions continue in full force and effect. This clause ensures the resilience and enforceability of the Agreement's terms, maintaining its integrity and purpose despite the potential invalidity of any single provision.

Waiver. The failure of the Licensor to enforce at any time any of the provisions of this Agreement, or to exercise any option which is herein provided, or to require at any time performance by the Licensee of any of the provisions hereof, shall in no way be construed to be a waiver of such provisions of this Agreement, nor in any way to affect the validity of this Agreement or any part thereof, or the right of the Licensor thereafter to enforce each and every provision. No waiver by the Licensor of any breach of this Agreement shall be considered as a waiver of any subsequent breach of the same or any other provision.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties agree that electronic signatures, copies, and facsimiles of this Agreement shall have the same force and effect as original signatures.

Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when sent electronically to the email addresses provided by the parties during the registration process for this Agreement.

To the Licensor: The Sexual Wellness Awards (SXWA) Email: team@thesxwa.com

To the Licensee: The Licensee must provide a valid email address during the clickwrap acceptance process. Any change in the Licensee's contact information must be updated promptly.

Either party may change its address for the purpose of receiving notices, demands, requests, or communications by providing written notice to the other party in accordance with the terms of this section.

Modification Rights. The Licensee is expressly prohibited from altering, adapting, or otherwise modifying the intellectual property associated with the SXWA badge without obtaining explicit prior written consent from the Licensor. This restriction is intended to preserve the integrity and original form of the intellectual property, ensuring that any use by the Licensee remains consistent with the Licensor’s intentions and brand standards.

Ownership and Attribution. All ownership rights to the intellectual property, including copyrights, trademarks, and any related proprietary rights, are retained by the Licensor. The Licensee acknowledges and agrees to give proper credit to the Licensor as the original creator of the intellectual property in all forms of use, reproduction, or distribution. This attribution must be done in a manner specified by the Licensor, ensuring clarity and recognition of the Licensor’s ownership.

Amendments. Any changes or amendments to this Agreement must be documented in writing and require the signatures of both parties to be valid. This ensures that any modifications are mutually agreed upon and formally recognized, providing legal clarity, and preventing unauthorized alterations to the terms of the Agreement.

Exclusivity. The rights to use the intellectual property under this Agreement are granted on a non-exclusive basis. This means that the Licensor retains the right to grant similar licenses to other parties, allowing the intellectual property to be used by multiple licensees concurrently.

Non-Disparagement. The Licensee agrees not to make any public statements or release any information that disparages, criticizes, or otherwise reflects adversely upon the Licensor, the Sexual Wellness Awards, or any of its related entities, products, services, or employees. This non-disparagement obligation extends to all forms of communication, including but not limited to, digital, print, and verbal communications. The Licensee acknowledges that any breach of this provision may cause significant harm to the Licensor's reputation and standing in the industry, and as such, agrees that the Licensor shall be entitled to seek injunctive relief and damages for any violation of this clause. This non-disparagement clause shall survive the termination or expiration of this Agreement.

Geographical Limitations. The rights granted to the Licensee for the use of the intellectual property are global in scope, meaning the Licensee is authorized to use the intellectual property worldwide, unless explicitly stated otherwise in the Agreement. This broad geographical permission allows for extensive use and application of the intellectual property across different regions and markets.

Force Majeure. Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil disturbances, strikes, pandemics, or governmental actions. In the event of a force majeure, the affected party shall notify the other party as soon as practicable and make reasonable efforts to resume performance.

Assignments. The Licensee shall not assign, transfer, delegate, or sublicense any rights or obligations under this Agreement without the prior written consent of the Licensor. Any attempted assignment, transfer, delegation, or sublicense without such consent shall be null and void. The Licensor may assign its rights and obligations under this Agreement at its sole discretion, without requiring the consent of the Licensee. This provision ensures that the control over the use and distribution of the SXWA badge remains with the Licensor, thereby protecting its intellectual property and brand integrity.

Electronic Signatures. The parties agree that the electronic signatures of the parties included on this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a party with the intent to sign such record, pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (E-Sign), the Uniform Electronic Transactions Act (UETA) and any other applicable law.