Dealer Corner

Usage and Branding Agreemen


  • (“Licensee”) with address at LICENSOR and LICENSEE (each a “Party”, and collectively the “Parties”) agree as follows.
  • 1. Scope

    A. Scope. LICENSOR is willing to disclose to LICENSEE and allow LICENSEE to use their Registered Word Mark and/or Logos identied in Exhibit A (Word Mark and/or Logos), subject to and in accordance with the terms of this Agreement. The Parties acknowledge and agree that the Logos and Word Mark constitute some of LICENSOR’s valuable intellectual property including its registered Trade Mark.

  • 2. License

    A. License Grant. Subject to the terms of this Agreement, including but not limited to the restrictions set forth in Section (B) below, LICENSOR grants to LICENSEE a nonexclusive, nontransferable, non-sub licensable, personal license (“License”) during the Term (Section ) to use the Word Mark and/or Logos solely for its internal purposes (i.e., without the right to redistribute any or all of the Word Mark or Logos) for the following purpose:

    1. To add LICENSOR’s Word Mark and/or Logos to the art work of individual product packaging, materials, containers, advertisements, promotional materials, for use on or in connection with any of Licensee’s approved products.

    2. LICENSEE must receive written approval by LICENSOR to allow use of the Word Mark and/or Logos.

  • B. Restrictions of LICENSEE. LICENSEE will :
    1. Use the Word Mark and/or Logos only in accordance with the License and not for any other purpose without the prior written
    2. Not permit any other entity (including any parent, subsidiaries, aliated entities, or third parties) to access, review, or use the Word Mark and/or Logos;
    3. Not remove, modify, or tamper with any of the condential and proprietary markings that LICENSOR places on the Word Mark and/or Logos or any of the security features that accompany the Word Mark and/or Logos, and the Word Mark must contain the ® mark designating registration with the United States Patent and Trade Mark Oce;
    4. Not include, incorporate, or distribute all or any portion of the Word Mark and/or Logos to any third party, including but not limited to, redistribution as part of a product or service developed by LICENSEE in accordance with the License; and
    5. Should LICENSEE be merged, acquired, or purchased by any other entity, this License expires immediately and all data received from LICENSOR must be appropriately destroyed and conrmed and certied in writing as to its destruction so as to ensure no transfer or disclosure of any of the Word Mark and/or Logos, unless LICENSOR expressly agrees to the transfer of the Word Mark and/or Logos in writing.

    C. Proprietary Rights. The License is a limited license, and LICENSOR retains all rights, title, and interest in and to the Word Mark and/or Logos, including but not limited to, the underlying Trade Secret(s), including any modications or enhancements thereto or derivatives thereof, and the exclusive right to le for patents, copyrights, and trademarks thereon.

  • 3. Commercial Terms

    A. Fees. No license fees or royalties are due to be paid to LICENSOR from LICENSEE.

    B. Delivery. LICENSOR will deliver the Word Mark and/or Logos in the form and format determined by LICENSOR at a time mutually agreeable by the Parties.

    C. Audit.
    During the Term and for six () months after LICENSEE’s last access to the Word Mark and/or Logos, LICENSEE will maintain accurate records regarding its use of the Word Mark and/or Logos. Upon ten () days prior written notice, LICENSOR will have the right to audit these records during normal business hours to ensure LICENSEE is utilizing the LICENSOR’S Word Mark and/or Logos in accordance with the terms of this Agreement. 4. Warranty; Warranty Disclaimer

    A. Warranties. Each Party warrants that () it is a legal entity duly organized, validly existing, and in good standing under the laws of the state in which it is organized; () it has the full right and authority to enter into this Agreement and to perform the acts required of it hereunder; and () the performance of its obligations under this Agreement will not violate applicable law or any agreement to which it is a party or by which it is bound.


  • 5. Indemnication

    A. Mutual Indemnity. Each Party (the “Indemnifying Party”) will defend and indemnify the other Party (the “Indemnied Party”) against any claim or action brought by a third party, to the extent such claim or action is based on any allegation which, if proven, would constitute a breach of the warranties contained in Section (A).

  • 6. Limitation of Liability

    To the extent permitted by law, and except for (A) breach of LICENSEE’s obligations under Section  (License), or Section  (Commercial Terms), or (B) either Party’s indemnication obligation owed under Section  (Indemnication), neither Party will have any liability under this Agreement for: () consequential, incidental, exemplary, special, or punitive damages even if advised of the possibility of such (including, but not limited to, loss of business, prots, business information, or business interruption or any other pecuniary loss); or () for direct damages, actually proven, exceeding the amounts paid by LICENSEE for the Word Mark that is the subject of the claim. This limitation will be enforced even if it causes a remedy to fail of its essential purpose.

  • 7. Term and Termination

    A. Term. This Agreement will commence on the Eective Date and will continue provided the LICENSEE remains an authorized dealer according to the terms in the Customer Agreement or for a period of twelve () months, renewable in twelve () month increments upon written agreement of the Parties.

    B. Termination.

    1. LICENSEE may terminate this Agreement upon  days written notice to LICENSOR and returning to LICENSOR or destroying (and certifying such destruction of) all copies of the Word Mark and/or Logos in its possession or subject to its control.
    2. Either Party may terminate this Agreement upon  days’ prior written notice if: (a) the other Party materially breaches the Agreement and fails to cure the breach within such -day period; or (b) the other Party les a petition seeking bankruptcy protection, has an involuntary bankruptcy petition led against it, has a receiver appointed or otherwise declares its inability to maintain its business or pay its debts as they become due.

    C. Rights Upon Termination. Upon termination of this Agreement, each Party will cease the use of and return or destroy all property of the other Party in its possession or subject to its control, within thirty () days of termination of Agreement. LICENSEE shall certify in writing compliance with this section,  C, at the end of the thirty () day period.

    8. Assignment

    LICENSEE may not assign this Agreement or License to anyone, including any parent, subsidiary, or aliate or as part of the sale of any portion of its business, or pursuant to any merger, consolidation, reorganization, or operation of law, without LICENSOR's prior written consent.

    9. Governing Law

    This Agreement and performance hereunder will be governed by the laws of the State of Texas. Sole venue and jurisdiction for any proceedings under this Agreement will be in the state and federal courts located in Harris County, Texas.

    10. Force Majeure

    Except for an obligation to pay fees, neither Party will be liable for failure to perform any of its obligations under this Agreement during any period in which such Party cannot perform due to matters beyond its control, including, but not limited to, strike, re, ood, or other natural disaster, war embargo, or riot, provided that the party so delayed immediately noties the other party of such delay.

    11. Notices All notices and other communications given or made pursuant to this Agreement will be in writing and will be deemed eectively given: (i) upon personal delivery to the Party to be notied, (ii) when sent by conrmed email, fax, registered or certied mail or a nationally registered overnight courier with written verication of receipt.

    C-Bond Systems, LLC
     South Loop East
    Houston, TX 

  • 12. Waiver

    The waiver or failure of either Party to exercise in any respect any right provided for herein will not be deemed a waiver of any further right hereunder.

    13. Severability

    If any provision of this Agreement is invalid, illegal, or unenforceable under any applicable statute or rule of law, to that extent it is to be deemed modied in order to comply with applicable law, and the remaining provisions will not be aected in any way.

  • 14. Relationship of Parties

    The relationship between the Parties is that of two independent entities and not of partners, and no partnership law, concepts, or duties will apply to the relationship between the Parties. Accordingly, the Parties will perform all of their duties under this Agreement as independent entities. Nothing in this Agreement will be construed to give either Party the power to direct or control the daily activities of the other Party, or to constitute the Parties as principal and agent, employer and employee, franchiser and franchisee, partners, joint ventures, co-owners, or otherwise as participants in a joint undertaking. The Parties understand and agree that, except as specically provided in this Agreement, neither Party grants the other Party the power or authority to make or give any agreement, statement, representation, warranty, or other commitment on behalf of the other Party, or to enter into any contract or otherwise incur any liability or obligation, express or implied, on behalf of the other Party, or to transfer, release, or waive any right, title, or interest of such other Party.

  • 15. Entire Agreement and Amendment

    This Agreement constitutes the entire agreement and understanding between the Parties and supersedes any prior agreement or understanding whether oral or written relating to the subject matter hereof. This Agreement may be modied only by a written agreement signed by both Parties, and no deletion, additions, or revisions to this Agreement will be valid unless signed by both Parties. The headings used herein are for convenience only and will not control or aect the meaning or construction of any provisions of this Agreement. WHEREFORE, the Parties have caused their authorized representatives to signify their agreement to these terms by signing below.

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