New York

License. Gron, LLC, an Oregon limited liability company, (“Grön”) grants to the recipient of this file (“Company”) a revocable, limited, non-sublicensable, non-assignable, and non-exclusive license to use Grön's copyright and trademark rights embodied in the materials or designs provided from Grön to Company (“Brand Assets”), within the field of use and territory determined by Grön, solely for the purposes of the parties’ agreement regarding goods and/or services, all in Grön’s sole discretion. Brand Assets include items shared by Grön via email, cloud-based storage (such as Dropbox), social media, or other electronic means of transmission.


Quality Control. This license is subject to Grön’s sole discretion, authority, quality control and brand guidelines (which may be modified from time to time by Grön in its sole discretion), and always ultimately subject to Grön’s full and final discretion, control, authority, and approval over any use of Grön's intellectual property or Brand Assets. Company shall ensure that no third-party rents, purchases, or otherwise receives any item, material, content, or asset from Company in connection with Grön's intellectual property or Brand Assets without Grön’s explicit written authorization.


Ownership. By accepting this license, Company acknowledges and agrees that all rights related to Grön’s intellectual property and Brand Assets including, without limitation, the associated goodwill, are owned by Grön and are the exclusive property of Grön and can be used only with Grön’s prior written consent as granted through this license, which may be revoked or terminated at any time, retroactively, in Grön’s sole, and unfettered discretion. By accepting this license, Company hereby acknowledges that its use of Grön’s intellectual property or Brand Assets does not create any right, title, or interest in, to or derived from such intellectual property or Brand Asset in favor of Company. All use of such intellectual property and Brand Assets inures to the sole benefit of Grön. If Company or its personnel acquires or creates any right, improvement, modification, translation, update, upgrade, new version, enhancement, other derivative work, or invention in connection with Grön's intellectual property or Brand Assets all such right, title and interest is hereby immediately, automatically transferred and assigned to Grön without the need for any other action.


Termination. This license terminates upon the following, whichever occurs first: (1) upon notice from Grön; (2) termination of the parties’ agreement regarding goods and/or services; (3) closing or termination of the transactions and business relationships between the parties; (4) immediately once Grön and Company have ceased exchanging goods or services; or (5) upon the first anniversary of this license. Any termination of this license may have retroactive effect, as determined by Grön in its sole discretion. When this license terminates, Company will have no interest in or right to use any of Grön’s intellectual property or Brand Assets.


No Warranty. This license is granted “AS-IS” WITH ALL FAULTS. Grön makes no representations or warranties about the Brand Assets or any of Grön’s intellectual property. GRÖN DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING GRÖN’S INTELLECTUAL PROPERTY AND BRAND ASSETS.