Please read the RULES, REGULATIONS, AND GUIDELINES for participating in Local Comic Shop Day® and the TRADEMARK LICENSE AGREEMENT for Retailer Participants of Local Comic Shop Day®. (Version 2019)
If you have any questions, please email firstname.lastname@example.org.
RULES, REGULATIONS, AND GUIDELINES
* All locally owned independent retailers are invited to participate
* A Local Comic Shop is defined as a brick and mortar business that sells a substantial amount and/or percentage of comics and graphic novels.
* Qualifying comic specialty shops must be locally owned, not be publicly traded, and not have more than 35 storefronts.
* To participate, retailers have to have a Diamond Account.
* Retailers have to register with ComicsPRO online, pay a licensing fee ($29 for single storefronts, $49 for multi-store operations, and follow the RULES, REGULATIONS, AND GUIDELINES.
* If non-members decide to join ComicsPRO within the year, their first year's membership fee will be reduced by $29 (single storefront) or $20 (multi-storefronts).
* In an effort to push traffic to participating shops on the event day, LCSD items are not to be “pre-ordered” or reserved in advance
* LCSD items will not be sold prior to 8 AM local time on November 23.
* Retailers agree to make every effort to sell exclusive LCSD items in store rather than through other sales channels.
* If unsold LCSD stock exists after LCSD, Participating Retailers agree to wait for two days (Monday, November 25th, 8AM EST) before selling it on eBay, other online aggregation sites, or their own websites.
* LCSD retailers are asked to actively thwart speculators. That is, if you receive only a few copies of a limited edition item and someone asks to buy them all, you will not agree to do it. LCSD retailers are asked to handle limited items prudently, so that as many people as possible can have a fair chance to get the limited items.
* LCSD retailers will not hold back limited items to sell later for inflated prices.
* When a retailer signs this agreement, ALL employees must abide by it. You are accepting responsibility to educate your staff about what LCSD is, what the LCSD items are, why they require special handling outside regular stock and what they can’t do with them (like put them on eBay or online or hold them in advance).
* Retailers found breaking the rules risk being banned from current and future Local Comic Shop Day® events for up to three years, will lose their registration fee (no refund), and/or could be subject to legal action by ComicsPRO for breaking the terms of the Local Comic Shop Day® License.
TRADEMARK LICENSE AGREEMENT
Retailer Participants of Local Comic Shop Day
THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”), to be effective as of the date of execution set forth below (the “Effective Date”), is between Comics Professional Retailers Organization (“Licensor” or “ComicsPro”), and the individual or entity entering this Agreement through itself or its duly authorized agent as identified below (“Licensee”).
WHEREAS, Licensor is in exclusive possession of common law trademark rights and a pending federal trademark registration application for the words “Local Comic Shop Day” (“the “Mark” or “Local Comic Shop Day”) in connection with the arranging, organizing, conducting, and hosting of social, entertainment, cultural, and educational events in the field of comic book exhibitions.
WHEREAS, Licensee desires a license to use the Mark and related designs in connection with events, products, and services associated with Local Comic Shop Day, an annual event organized by ComicsPro.
NOW, THEREFORE, for and in consideration of the mutual promises set forth in this Agreement, and for other good and valuable consideration, Licensor and Licensee agree as follows:
SECTION 1 COMICPRO’S GRANT OF LICENSE.
1.1. Use of License. Subject to the provisions of this License Agreement and to the extent permitted by law, ComicsPro hereby grants to Licensee during the term of this License Agreement a non-exclusive, non-assignable, nontransferable and revocable right and license, without the right to sublicense, to use the trademark “Local Comic Shop Day” solely in connection with the marketing of Local Comic Shop Day events, promotional materials, and other products and services associated therewith. The license granted herein is limited to Licensee’s use of the Mark in connection with activities performed in furtherance of Local Comic Shop Day and the Mark may not be used in any manner which is likely to suggest to the public or the trade that any of Licensee’s other products and/or services outside of its participation in Local Comic Shop Day are in any way related to ComicsPro.
1.2. Licensed Products. Subject to the terms of this Agreement, Licensee has the right to authorize manufacturers to produce certain products as specifically identified and approved by Licensor (hereinafter “Licensed Products”) provided that such authorization is limited to producing Licensed Products for Licensee only. Licensee shall be responsible for ensuring that the Licensed Products produced by the manufacturers and any actions undertaken by the manufacturers satisfy all the requirements of this Agreement. Licensee assumes all responsibility for any actions undertaken by manufacturers relating to the use of the Licensed Marks and the manufacture, sale, or distribution of the Licensed Products. Upon request, Licensee agrees to provide to Licensor a current list of corporate names, addresses, and contacts of all factories and manufacturers involved in the production, manufacture, or sale of all Licensed Products.
1.3. Co-Branding Activities. Neither co-branding nor any other activities of the Parties pursuant to this License Agreement, Local Comic Shop Day or any ComicsPro sponsored events shall be deemed to result in Licensee obtaining ownership of, or any other interest in, the Mark, or any other ComicsPro marks.
1.4. No Partnership or Franchise. This Agreement does not constitute and shall not be construed to constitute (1) a partnership or joint venture between Licensor and Licensee, or (2) a franchise agreement between Licensor and Licensee. Licensee shall have no right to obligate or bind Licensor in any manner whatsoever, and nothing contained in this Agreement shall give or is intended to give any rights of any kind to third persons.
1.5. Local Comic Shop Day Rules and Regulations. The Rules and Regulations of Local Comic Shop Day for Retailer Participants are hereby incorporated by reference into this Agreement. Failure to comply with the applicable Rules and Regulations constitutes a material breach of this Agreement.
SECTION 2 TERM AND TERMINATION. The term hereunder shall commence upon execution and payment by Licensee of the License Fee as provided in Section 3 (hereinafter “Commencement Date”) and shall terminate on the day immediately following Local Comic Shop Day, which shall be designated as the 28th day of November, 2015.
If Licensee materially violates or fails to comply with any of the provisions of this Agreement, Licensor may terminate this Agreement by express written notice to Licensee.
SECTION 3 LICENSE FEE. In consideration for the license granted herein, Licensee shall pay to ComicsPro a fee of $29 if Licensee has one storefront and $49 if Licensee has multiple store-fronts, due and payable upon Commencement Date.
SECTION 4 OWNERSHIP OF THE MARK. Licensee acknowledges that ComicsPro is the owner of all right, title and interest in and to the Local Comic Shop Day Trademark. Licensee agrees that the essence of this License Agreement is founded on the goodwill associated with the “Local Comic Shop Day” Trademark, and in connection with its holder, ComicsPro, the value of that goodwill in the minds of the consuming public, and the continued ability of ComicsPro to protect and maintain such goodwill. Licensee acknowledges that they have not acquired any ownership interest in the Mark and will not acquire any ownership interest in the Mark by reason of this License Agreement or participation in Local Comic Shop Day. Licensee will not at any time do, knowingly permit themselves or their affiliates to do, or encourage Licensee’s agents to do any act or thing which would in any way impair the rights of ComicsPro in and to the “Local Comic Shop Day” Trademark, affect the validity of the Mark, or depreciate the value of the Mark or the reputation of ComicsPro. All goodwill resulting from use of the Mark by Licensee shall inure to the benefit of ComicsPro.
Licensee will never challenge the validity or ownership of the Mark or any applications or registrations for the Mark. Upon termination or expiration of this License Agreement for any reason, Licensee will cease and desist from all use of the Mark in any way and will destroy or deliver to ComicsPro or its duly authorized representative all material upon which the Mark appears within thirty (30) days of termination. Furthermore, Licensee shall at no time adopt or use any word, company name, mark or design which is similar or confusing with the Mark, without Licensor’s prior written consent.
SECTION 5 COMICSPRO QUALITY CONTROL.
5.1. Maintenance of Quality. In the course of using the Mark to market events, products, and services associated with Local Comic Shop Day, Licensee shall maintain and adhere to specifications and standards of quality with respect to the Mark that conform to or exceed those specifications and quality standards provided to Licensee by ComicsPro and those imposed by law.
5.2. Rights of Inspection. The use of the Mark with respect to events, products, and services associated with Local Comic Shop Day shall be subject to the prior written approval by ComicsPro as to the quality and style used. At least one (1) sample of each brochure, promotional material, or other item concerning the events, products, and services associated with Local Comic Shop Day shall be furnished free of charge to ComicsPro from Licensee for the purpose of ComicsPro’s examination and approval hereunder sufficiently in advance of any sale, advertisement or distribution thereof. Thereafter, any change in the quality or style of the use of the Mark shall be submitted in like fashion for approval by ComicsPro in advance of any sale, advertisement or distribution thereof.
5.3. Protection of Trademark Rights. Licensee will apply to all material that includes the Mark notice or notices of trademark ownership, licensing or registration as required by ComicsPro and by law. In all printed sales material, catalogs, advertisements, videos, and other tangible references to Local Comic Shop Day, Licensee will print the following statements in a clear, visible position:
(i) “Local Comic Shop Day is a trademark held and maintained by Comics Professional Retailers Organization, Inc.”; and
(ii) any other statements legally required or advisable, or reasonably requested by Comics Pro, to preserve and protect the Local Comic Shop Day Trademark (e.g., use of the registration notice ® or other proper notice to indicate a federally registered trademark and the “™” or “SM” symbol to indicate an unregistered mark in which ComicsPro claims rights and/or which is the subject of a state registration).
In the event Licensee becomes aware of any activities amounting to infringement or unlawful interference with any of the Local Comic Shop Day Trademark or any part thereof, Licensee shall give prompt notice to ComicsPro of such activities for further action by ComicsPro.
SECTION 6 ADVERTISING AND PROMOTION. Consistent with its affiliation with Local Comic Shop Day, Licensee may carry out such advertising and promotional campaigns or programs relating to Local Comic Shop Day, as it deems appropriate, subject to the prior written approval of ComicsPro. ComicsPro shall render appropriate assistance and cooperation to Licensee to enhance the marketing of events, products, and services associated with Local Comic Shop Day, including furnishing Licensee with information as to advertising themes and materials used by ComicsPro for events, products, and services associated with Local Comic Shop Day. Prior to the use of any advertising or other promotional materials utilizing the Mark or otherwise referring to Local Comic Shop Day, ComicsPro, or any of its affiliates, Licensee shall submit to Comics Pro sample(s) of the promotional materials for approval. ComicsPro’s failure to approve or disapprove the sample(s) within ten (10) business days from its receipt of the sample(s) shall be deemed ComicsPro’s disapproval thereof.
SECTION 7 INFRINGEMENT OF MARKS. Licensee shall promptly notify Licensor of any conflicting use or infringement of the Licensed Mark of which Licensee may become aware and shall cooperate with Licensor in every reasonable way to prosecute all acts or conduct that Licensor may deem necessary or advisable to protect the validity and exclusivity of Licensor’s rights in the Licensed Mark. Licensee shall take no action independently of Licensor to prosecute any such acts or conduct without obtaining the prior, express, written approval of Licensor.
If Licensee brings to Licensor’s attention an unauthorized third party use of the Licensed Mark, Licensor shall take steps to abate such use at Licensor’s expense if Licensor, after investigation and evaluation of such unauthorized use, concludes that such use constitutes an infringement of its rights and that there is a reasonable probability of success in taking action to abate such infringement.
SECTION 8 INDEMNIFICATION. Other than the provisions in this Agreement, Licensor assumes no liability to Licensee or to third parties with respect to the Licensed Goods manufactured and sold by Licensee under the Licensed Mark.
Licensee shall indemnify and defend Licensor against any loss or losses incurred through claims, actions, or lawsuits by third parties against Licensor involving or arising from the Licensed Goods manufactured and sold by Licensee under the Licensed Mark, and shall hold Licensor harmless for any damages, attorney fees, or other costs that Licensor may be required to pay as a result of any such claims, actions, or lawsuits being asserted against Licensor.
Licensor shall indemnify and defend Licensee against any loss or losses incurred through actions or lawsuits by third parties against Licensee for trade name, trademark, or service mark infringement, trademark or service mark dilution, unfair competition, and/or trade dress infringement arising out of Licensee’s use of the Licensed Mark, and shall hold Licensee harmless for any damages, attorney fees, or other costs that Licensee may be required to pay as a result of any such claims, actions, or lawsuits being asserted against Licensee. In any such claim, action, or lawsuit brought by any third party against Licensee for trade name, trademark, or service mark infringement, trademark or service mark dilution, unfair competition, and/or trade dress infringement, Licensor shall assume and control the defense of the litigation and select and compensate counsel to defend the litigation.
SECTION 9 CONFIDENTIALITY. The information and material relating to the Mark shall be deemed “Confidential Information” in connection with Local Comics Shop Day.
SECTION 10 REMEDIES.
10.1. Licensee acknowledges that its breach of this License Agreement will result in immediate irreparable harm to ComicsPro. Monetary damages will not be a sufficient remedy for any breach of this License Agreement. Accordingly, ComicsPro shall be entitled to equitable relief by way of temporary and permanent injunctions, in addition to monetary damages, and such other and further relief as any court of competent jurisdiction may deem just and proper.
10.2. In the event ComicsPro uses any remedy afforded by Section 10.1 of this License Agreement, ComicsPro shall not be deemed to have waived any other rights or remedies available to them under this License Agreement, or otherwise.
SECTION 11 MISCELLANEOUS.
11.1. Notices and Statements. Except as otherwise specified in this License Agreement, all notices, requests, consents, approvals, agreements, authorizations, acknowledgements, waivers and other communications required or permitted under this License Agreement shall be in writing and shall be deemed given when sent by telecopy to the telecopy number specified below or delivered by hand to the address specified below, on the following business day when sent by overnight courier, and on the date received or the date on which delivery is rejected when sent by certified or registered mail, return receipt requested. A copy of any such notice to Licensor shall also be sent by regular U.S. mail on the date such notice is transmitted by telecopy to the address specified below:
Comics Professional Retailers Organization
17777 Main Street, Ste. E
Irvine, CA 92614
11.2. Succession and Assignment. This License Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign either this License Agreement or any of its rights, interests, or obligations under this License Agreement without the prior written approval of the other Party; provided, that ComicsPro may assign this License Agreement or any of its rights, interests or obligations under this License Agreement, in whole or in part, to any of their respective affiliates without such written approval of Licensee; provided, further, if ComicsPro assigns any such rights, interests or obligations under this License Agreement to any of their respective affiliates shall not be released from any obligation or liability under this License Agreement.
11.3. Counterparts. This License Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which taken together shall constitute one single agreement among the Parties.
11.4. Severability. If any provision of this License Agreement is held by a court of competent jurisdiction to be prohibited or unenforceable under applicable law, then the remaining provisions of this License Agreement, if capable of substantial performance, shall remain in full force and effect. To the extent permitted by applicable law, the Parties waive any provision of such law that renders any such remaining provisions of this License Agreement prohibited or unenforceable in any respect.
11.5. Governing Law. This License Agreement and the rights and obligations of the Parties under this License Agreement shall be governed by and construed in accordance with the laws of the United States of America and State of California, without giving effect to the principles thereof relating to the conflicts of laws.
11.6. Headings. The headings and references are for reference and convenience only and shall not be considered in the interpretation of this License Agreement.
11.7. Entire Agreement. This Agreement constitutes the entire understanding between Licensor and Licensee regarding the subject matter hereof and may not be amended in any way except by an instrument in writing duly executed by both parties.
EXECUTED on the Commencement Date, to be effective as of the Effective Date.