LICENSE AGREEMENT
This Agreement is effective on the date the Intellectual Property is downloaded by the Licensee.
Recitals
A. Licensor is in the business of providing a total support network for all recreational vehicle enthusiasts (“RVers”/ “RVing Community.”) and owns the Intellectual Property, the form of which, is set forth at escapees.com hereby incorporated by reference.
B. Licensee wishes to use the Intellectual Property, for one of the following uses: personal blogs, personal YouTube channels or similar web-based channels, and/or personal websites. The use shall be selected at the time the Licensee downloads the Intellectual Property; and, the use shall hereby be incorporated by reference into this Agreement. The use of the Intellectual Property shall not be commercial in nature.
C. Licensor is willing to grant the Licensee a license to use the Intellectual Property on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth below, the parties hereto covenant and agree as follows:
Article II: License
A. The Licensor hereby grants to the Licensee, and the Licensee hereby accepts, a nonexclusive, nontransferable license (the “License”) to use the Intellectual Property.
B. No other right or license is granted by Licensor to Licensee or by Licensee to Licensor, either express or implied, with respect to any other trademark, trade name, service mark, or other intellectual property right owned, possessed, or licensed by or to Licensor. Licensee shall not use the Intellectual Property in any manner not specifically authorized by this Agreement.
Article III: Operation under License
A. The Licensee must obtain all governmental permits, licenses, registrations, and approvals needed to produce and market the Product or provide the Service and must operate under the License in compliance with all applicable laws and regulations. Specifically, but without limitation, when using any of the Intellectual Property, the Licensee must comply with all laws relating to intellectual property in force, including marking requirements. At the request of Licensor, and without compensation to Licensee, Licensee shall promptly do such acts and execute, acknowledge, and deliver all such papers as may be necessary or desirable, in the sole discretion of Licensor, to obtain, maintain, protect, and/or vest in Licensor the entire right, title, and interest in and to any Intellectual Property; including rendering such assistance as Licensor may request in any litigation, Patent and Trademark Office proceeding, or other proceeding. All use of any Intellectual Property by Licensee on any good shall inure to the benefit and be the property of Licensor.
B. The Licensee may use the Intellectual Property only in connection with goods manufactured, distributed, and sold by or for, and/or services provided by or for, the Licensee in accordance with the specifications, directions, and processes furnished to the Licensor by the Licensee or its representatives and agents from time to time; and, the quality of all goods sold under the Intellectual Property must be satisfactory to the Licensor or as specified by the Licensor. The Licensee must furnish to the Licensor, upon request, with samples of goods sold or distributed, and/or examples of how Licensee provides services, using one or more of the Intellectual Property. In addition, in order to assure that the development, manufacture, appearance, quality, and distribution of the Product and/or Service are consonant with the Intellectual Property used to identify it or them, Licensor retains the right to participate at each stage of development of any Product or any other Material Requiring Approval and to approve or disapprove of any development, manufacture, appearance, quality, and/or distribution.
C. Whenever the Licensee uses any of the Intellectual Property, in advertising or in connection with goods that it sells or distributes, the Intellectual Property must be displayed in accordance with specifications and directions furnished by the Licensor to the Licensee, from time to time. Licensee shall use upon or in connection with the Product, and/or Service, where a United States Federal Trademark Registration has been obtained, the symbol ®. Licensee shall not otherwise affix or use such in connection with nor use any other trademark or trade name in connection with the Product without Licensor’s prior written approval. The Licensee must also clearly indicate the Licensor’s ownership of the Intellectual Property whenever one of the Intellectual Property is used. Licensee agrees to use such copyright notice as may be prescribed by legal counsel for Licensor, from time-to-time.
Article IV: Assignment and Subleasing
A. This Agreement and the License are personal to the Licensee, and the Licensee may not assign or sublicense any of the rights granted to the Licensee under this Agreement without the advance written consent of the Licensor, which consent may be withheld for any reason whatsoever. Any purported assignment or sublicense by the Licensee (or by operation of law) that is not approved in writing by the Licensor will be null and void and of no legal effect whatsoever.
B. This Agreement may be assigned by the Licensor to any person or entity whatsoever.
Article V: Licensorship and Protection of Intellectual Property
The Licensee acknowledges the Licensor’s exclusive right, title, and interest in the Intellectual Property and will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of such right, title, and interest. Specifically, but without limitation, the Licensee will at no time adopt or use any word or mark that is likely to be similar to or confusing with the Intellectual Property. In connection with use of the Intellectual Property, the Licensee will not in any manner represent that it has ownership of the Intellectual Property or any registration thereof, and the Licensee acknowledges that use of the Intellectual Property will not create in the Licensee’s favor any right, title, or interest in or to the Intellectual Property, but all uses of the Intellectual Property by the Licensee, including any goodwill generated by such use, will inure to the benefit of the Licensor. The Licensor will be responsible for trademark registrations and must use commercially reasonable efforts to file, prosecute, and maintain all trademark and related registrations and registration applications for the Intellectual Property.
Article VI: Infringement
Only the Licensor shall have the right, but not the obligation, to prosecute any infringement of the Intellectual Property. The Licensee must promptly inform the Licensor of any infringement that comes to the Licensee’s attention, regardless of whether the Licensee elects to prosecute the infringement.
Article VII: Licensor’s Warranties and Representations
The Licensor is the sole Licensor of the Intellectual Property and has a good right to license the rights in the Intellectual Property to the Licensee in accordance with the terms of this Agreement.
Article VIII: Indemnity
A. Licensee represents and warrants that it has the right to enter into this Agreement and to agree to the terms and conditions of this Agreement. The Licensee agrees that it will indemnify and hold harmless the Licensor , and its directors, officers, employees, shareholders, partners, agents, and affiliates, against all controversies, disputes, claims, liability, and expenses (including legal fees) relating to this Agreement, whether sounding in contract, tort or otherwise, brought by a third party.
B. Licensee shall promptly notify the Licensor of any claim, in writing; and, Licensee shall cooperate with the Licensor in the defense of any claim.
Article IX: Term and Termination
A. The term of the License will commence on the date of this Agreement and will continue in effect for a period of one (1) year. At the expiration of the initial one-year term of the License, or any renewal thereof, the License will be renewed for a period of one year beginning on the date of the expiration of the prior term, unless either the Licensor or the Licensee gives written notice of termination to the other not later than thirty (30) days before the expiration of the prior term. If notice of termination is given, the License will terminate on the expiration of the existing term.
B. The Licensor may, at its option, terminate the License prior to the end of its term by written notice to the Licensee if Licensee violates any of the terms of this Agreement.
C. Termination or expiration of the License will not in any way operate to impair or destroy any of the Licensor’s or the Licensee’s preexisting rights or remedies, either at law or in equity.
D. Immediately following the termination or expiration of the License, all rights granted to Licensee hereunder shall automatically revert to Licensor and Licensee shall execute any and all documents evidencing such automatic reversion; and, the Licensee must cease and desist from all use of the Intellectual Property in any way and deliver to the Licensor all material and papers on which the Intellectual Property appear that are in the Licensee’s possession.
E. Licensee shall, within three (3) months after such expiration or termination, deliver to Licensor a complete and accurate statement indicating that all existing inventories of Product have been destroyed and all references to Intellectual Property have been removed from Licensee’s properties.
Article X: Relationship
A. The relationship between the Licensor and the Licensee is that of licensor and licensee, and it is not the purpose or intention of this agreement or of the parties to create a partnership, joint venture, principal-agent, or other relationship for any purpose whatsoever. Neither the Licensor nor the Licensee is authorized to or has the power to obligate or bind the other party in any manner whatsoever except as may be expressly provided in this Agreement.
Article XI: Binding Effect
A. The provisions of this Agreement will be binding on and inure to the benefit of the heirs, personal representatives, successors, and assigns (where applicable) of the parties.
Article XII: Notice
A. All notices and other communications between the parties must be in writing.
B. Notices must be given by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid to the party’s address specified in this agreement, or to the address that a party has notified to be that party’s address for the purposes of this section, (iv) or via email.
C. A Notice given in accordance with this Agreement will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth Business Day following mailing.
Licensor:
Teresa Moore, COO
Escapees, Inc.
100 Rainbow Drive
Livingston, Texas 77351
Licensee:
______
______
______, ______ ______
Article XIII: Attorney’s Fees
In the event of any controversies, disputes, and/or claims arising out of or relating to this Agreement, whether sounding in contract, tort, or otherwise, each party shall bear its own costs and expenses, including reasonable attorneys’ fees, incurred in connection with such action.
Article XIV: Confidentiality
Licensee shall maintain the confidentiality of all trade and proprietary secrets that may be disclosed in the course of providing the services under this agreement. Licensor shall identify to Licensee in advance and in writing any information or data deemed a trade or proprietary secret.
ARTICLE XV: CHOICE OF LAW
The parties agree that the laws of Texas shall govern this Agreement and all controversies, disputes and claims relating to, in connection with or arising out of this Agreement or breach of this Agreement, whether sounding in contract, tort, or otherwise, and whether settled by binding arbitration or by a court of competent jurisdiction.
Article XVI: Waiver
A party’s failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that rights or any other of its rights.
Article XVII: Headings and Construction
The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
Article XVIII: Counterparts
The parties to this Agreement may sign this Agreement in any number of counterparts, each of which is an original and all of which taken together form one single document. Moreover, this Agreement shall become effective when each of the parties to this Agreement sign one or more counterparts and delivered the signed counterpart to each of the other parties to this Agreement, in accordance with ARTICLE II: NOTICE of this Agreement.
Article XIX: Severability
If any term or provision of this Agreement shall be deemed to be invalid, illegal, or unenforceable, the remainder of this Agreement shall remain in full force and effect, and, that illegal, invalid, or unenforceable term or provision shall be modified to the extent necessary to render such term or provision enforceable. The rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties, without frustrating the purpose of the Agreement.
Article XX: Entire Agreement, Modification and Integration
A. This Agreement constitutes the entire agreement between the parties. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made expressly or impliedly) that is not set out in this agreement.
B. This Agreement may not be modified other than in a writing, dated, executed by an authorized representative of both parties, stating its intent to modify or supersede this Agreement and delivered in accordance with the Notice clause of this Agreement.
IN WITNESS WHEREOF, Licensor has caused this Agreement to be executed by offering the Intellectual Property for download on escapees.com; and, Licensee has caused this Agreement to be executed personally or, as appropriate, by its duly authorized officers by downloading the Intellectual Property.
17 Responses
To add to your article and I feel correct decision…1) when any of the LLC creating law firms are asked for an opinion of its legality they make none and send you a copy of your present state law re who is required to have plates in that state 2) as an insurance agent for many years I also have serious issues of using a “personal Auto Policy” to cover a vehicle that is a commercial enterprise. The personal auto specifically excludes coverage for commercial activities/ventures. If a commercial policy is used it does not provide the broader coverage of a personal policy..
Enjoyed your article…
We have been full time RV for 2+ years. Domiciled in South Dakota.
We sold everything in Iowa where we had lived for almost 20 years.
Our wills were last done in 2017 as I prepared to retire.
Nothing has changed but reading your blog makes me wonder if it would be best to redo our wills in SD. If so it would be boilerplate with no changes. Seems like unnecessary cost at an attorney.
We are sure to be in SD at least once a yes or more often-we have family on both sides.
Have registered to vote etc.
Since we have no real property anywhere I am not convinced it needs to be done.
Full time means the end could come for either/both of us anywhere other than SD.
Your counsel would be appreciated!
Phil & Evy Somsen
SKP #131800
Hi there!
With specific questions like yours, we recommend you reach out to legal counsel directly so all factors can be considered in the discussion. Loring & Associates (who Mrs. Adams works with) typically offer a free consultation, which sounds like it would be helpful in your case. http://www.loringlaw.com/
I get a kick out of people who want all of the perks their taxes pay for but don’t want to pay any taxes
Great insight and good advice.
Great article! We looked at doing a Montana LLC ,but it seemed a bit risky so we opted to ‘bite the bullet’ and pay Colorado sales tax when we purchased our RV. Changing domicile to Florida using Escapees was simple when the time came to become fulltimers.
Thank you for sharing very informative article. I recently bought used RV from Texas on November 6th. Drove it to Ca where we live. But we rent both of our houses. 1house has been rented for 4years the house we currently live in will be renting in 10days. We already have contract to rent. We want to be fulltime RVing. Planning to use Montana state to register our RV
LLC. What is the requirement and legal. We also own 2 cars still register CA and I have CA driver license.
I found this article very close to my case… but I would like to make sure if we are going to be legally with our LLC Montana RV register and still have 2 cars CA register.
Thank you for our RVing community and this forum.
Ngoc , I’m certain that if a Cal State Trooper were to pull you over and find you had a Cal driver-license, a toad-car licensed in Cal and a motor-home with Montana plates it would not go well….
To avoid that one guy I know never brings his Montana LLC licensed MH into Cal, -ever-. It’s parked in Oregon.
I found this line of thoughts, decided that our daughter should read it and save it…. the whole thing, for reference. This covid 19 situation has really put folks around here in a situation. Not knowing where to park the RV, our daughter is now parked in a friend’s driveway, just waiting for the lifting of the law saying she must stay there Until she leaves the state where she is parked. Good thing she has friends…
I travel with a motor coach and jeep both owned and registered by the same Montana LLC, my drivers license is from a state other than Montana, I have a rental agreement from the Montana LLC for the motor home and the jeep.
I never say the I HAVE A MOTOR HOME REGISTERED IN A LLC etc…..wake up people, the LLC is a separate legal entity just as you ALL CAPITAL NAME is LOL.
Hi Steve. Thank you for sharing your thoughts. Since you have a rental agreement with the MT LLC, do you need to file a tax return for the LLC. Thanks for any comments.
The IRS treats one-member LLCs as sole proprietorships for tax purposes. This means that the LLC itself does not pay taxes and does not have to file a return with the IRS. As the sole owner of your LLC, you must report all profits (or losses) of the LLC on Schedule C and submit it with your 1040 tax return.
I would venture that the rental income and the costs incurred by the LLC to maintain, store, license etc the RV would not generate a profit that would create a tax liability.
Taxing a car multiple times is the same as stealing. Pay sales tax when car is purchased. if that was a used car the sales tax in theory was paid on it when titled for the first time. I digress, pay the sales tax and then they want property tax on an already taxed item every year. Um no thanks. Giving more money to already inefficient people doesnt make them (government) suddenly more efficient. And to the one comment about taking advantage of “perks” but not wanting to pay…. I pay income tax to the state and federal government. The purpose of having attractive tax laws from one state to another is to lure people and businesses to that state. Its not an illegal act or a scam. Taxation in this country is out of control, and people are fed up with it.
A lot of this article is from the twilight zone. If you live in Texas and setup a Montana LLC for the express purpose of not paying sales tax, you will be fine as long as you stay out of Texas with the LLC titled vehicle. If you purchase within Texas, in order not to have to pay sales tax, you have to sign a Tax Exemption Certificate that basically says you will remove the vehicle from the state and not bring it back. And if you do bring it back, you understand that you will be liable for the tax (at this point labeled as “use tax” but is the same amount). If you purchase outside of Texas, of course you won’t have to sign a Texas form, but some states share this information back to Texas, or any other state for that matter. Regardless, the law is the same, if you bring it back to Texas, you will need to pay use/sales tax. Other wise, Texas doesn’t care. So, in the story above where Dianne is traveling in Washington…that’s exactly what she’s supposed to do…stay out of Texas. She owns the LLC and the toad, so if she’s properly insured, the only issue is her speeding. The State Trooper can call Elvis if he’ll answer the phone, but it won’t matter. She’s not doing anything wrong. Avoiding sales tax by using a Montana LLC is not illegal nor a scam. But to stay in line with the rules to keep from having to pay the tax can be challenging, depending on how you use your RV (boat, airplane, etc), and depending on your state can be so restrictive as to make it not worth it. It certainly isn’t for everyone. I would suspect most people who do this fudge here and there when it comes to their home state. How much actual risk there is involved with that…who knows.
When did any state achieve authority over another for teaching a titled and registered vehicleof that state. Llc’s are entirely a separate tax entity of that state.
See the Louisiana Supreme Court case about this very issue. It’s not illegal to register a mh in another state when it begins to an llc of that other state and avoid taxes of any other state. Regardless of where you live
Can your domicile be in Delaware: drivers license, voting, mail forwarding address, but register your RV in Montana to safe on the registration fees? And what additional fees and taxes are in Delaware?
Thank you for reading the article and taking time to reply. Given the specific nature of your questions, we recommend you reach out to legal counsel directly so all factors can be considered in the discussion.