Terms of Use and Privacy Policy

LICENSE AGREEMENT

This License Agreement (“Agreement”) is made and entered into on MARCH 30TH, 2026 (the “Effective Date”) by and between Groove Street Creative Agency LLC, an Ohio limited liability company, with its principal mailing address at 1391 W 5th Ave. #225 Columbus OH, 43212 (“Licensor”), and DUCK DUCK GOOSE BAKERY, LLC, an Ohio LLC, with its principal place of business at 3700 Saturn Rd Hilliard, OH 43026 (“Licensee”), (collectively the Licensor and Licensee referred to as the “Parties” and individually as a “Party.”)

RECITALS

WHEREAS, Licensor is in the business of designing, creating, and forming websites for third parties;

WHEREAS, Licensee desires to hire Licensor to perform such services on behalf of Licensee and requests Licensor perform the same; and

WHEREAS, Licensor agrees to perform such services.

NOW, THEREFORE, in consideration of their mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1. Licensed Materials

1.1. Licensor hereby grants Licensee a non-exclusive, non-transferable, limited license to use the following Terms of Use, attached as Exhibit A, and Privacy Policy, attached as Exhibit B (the “Licensed Materials”) solely in connection with the website designed by Licensor for Licensee (the “Website”).

1.2. The Licensed Materials were prepared by Licensor as part of its website development services for Licensee.

1.3. THE LICENSED MATERIALS, INCLUDING BUT NOT LIMITED TO THE PRIVACY POLICY AND TERMS OF USE, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE LICENSED MATERIALS WILL BE ERROR-FREE, COMPLETE, CURRENT, OR SUITABLE FOR LICENSEE’S PARTICULAR NEEDS OR COMPLIANCE REQUIREMENTS. LICENSEE IS SOLELY RESPONSIBLE FOR REVIEWING AND CUSTOMIZING THE LICENSED MATERIALS TO ENSURE COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS, AND FOR OBTAINING INDEPENDENT LEGAL COUNSEL IF NEEDED.

2. Scope of License

2.1. Licensee may display, publish, and use the Licensed Materials solely on the Website and in connection with the operation of its Website marketing and communications. Licensee shall not sublicense, distribute, sell, publicly perform, or create derivative works of the Licensed Materials, except to make minor revisions limited to reflect the specific business name, URL, or contact information of Licensee.

2.2. Licensor retains all right, title, and interest in and to the Licensed Materials, including any copyrights and intellectual property rights, subject only to the limited rights expressly granted to Licensee in this Agreement.

3. Modifications

3.1. Licensee may make minor modifications to the Licensed Materials solely to update business-specific details (e.g., company name, contact email, business address, website URL) or to reflect mandatory legal compliance specific to Licensee’s operations, provided such modifications do not materially alter the structure, purpose, or legal effect of the documents without Licensor’s written consent.

3.2. Licensor reserves the right, in its sole discretion, to modify, update, or replace the Licensed Materials at any time to reflect changes in applicable laws, governmental regulations, industry standards, or any other material developments that Licensor deems necessary. Licensor will provide Licensee with notice of any such modifications. Licensee agrees to implement or publish the updated Licensed Materials on the Website within three (3) days following such notice.

3.3. Continued use of the Licensed Materials after notice of modification constitutes Licensee’s acceptance of the updated version.

4. Term and Termination

4.1. This Agreement shall commence on the Effective Date and shall continue in effect unless terminated by either Party with 30 days’ written notice.

4.2. Upon termination, Licensee shall remove the Licensed Materials from the Website within three (3) days of termination of this Agreement, unless the Parties agree in writing to an extended license.

5. No Legal Advice

5.1. Licensee acknowledges that the Licensed Materials are provided as general templates and are not legal advice. Licensee is solely responsible for ensuring that its use of the Licensed Materials complies with all applicable laws and regulations.

6. Indemnity

6.1. Licensee agrees to indemnify and hold harmless Licensor from any and all claims, damages, liabilities, or expenses, including reasonable attorneys’ fees, arising out of this Agreement and Licensee’s use of or modification of the Licensed Materials.

7. Disputes

7.1. Any dispute arising out of or relating to this Agreement or your use of the Licensed Materials, including questions of arbitrability, shall be resolved through binding arbitration in accordance with the Commercial Rules of the American Arbitration Association in Cleveland, Ohio and judgment may be entered into by any court having jurisdiction thereof.

7.2. The arbitration shall be conducted by a single arbitrator, and the arbitrator's decision shall be final and binding.

7.3. The parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties may mutually agree to utilize a private arbitrator for the adjudication of any dispute arising out of or relating to this Agreement or your use of the Website; however, such arbitrator shall be bound by the substantive laws governing the state of Ohio and the Commercial Rules as provided by the American Arbitration Association.

7.4. The cost of arbitration and/or mediation shall be equally split between the parties; however, the prevailing party, as defined by Ohio common law, shall be entitled to a full reimbursement of all costs, including, but not limited to, reasonable attorneys’ fees, filing costs, court costs, and travel costs.

7.5. Notwithstanding the foregoing, the Company may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.

8. General Provisions

8.1. Agreement Not Assignable. Licensee may not assign, delegate, sublicense, or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, including any rights to use the Licensed Materials, without the prior written consent of Licensor. Any attempt to do so without such consent shall be null and void and may result in immediate termination of this Agreement. This restriction shall apply to assignments by operation of law, as well as in connection with any merger, acquisition, or sale of substantially all assets.

8.2. Governing Law. This Agreement shall be governed by the substantive laws of the State of Ohio.

8.3. Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior agreements or understandings.

8.4. Amendments. Any amendments must be in writing and signed by both Parties.

8.5. Force Majeure. Licensor shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, internet failures, or government actions.

8.6. Survival of Termination. The Parties agree that Licensor’s Intellectual Property Rights, including but not limited to the Licensed Materials, shall survive the termination of this Agreement. The Parties further agree that Section 1.3, Section 6, and Section 7 shall survive the termination of this Agreement for a period of twelve (12) months.

8.7. Counterpart Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by electronic transmission (including PDF or scanned signatures) shall be legally binding and shall have the same full force and effect as the delivery of an original signed copy.