LICENSING AGREEMENT

This Licensing Agreement (“Agreement”) is entered into by and between YALID LLC ("Licensor") and you, the Licensee ("Licensee"). By using or accessing the Licensed Materials provided by YALID LLC, you agree to the terms and conditions outlined in this Agreement. Licensor and Licensee are collectively referred to as the "Parties."

1. GRANT OF LICENSE
1.1 Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to use Licensor’s marketing materials, designs, software, and other related content (“Licensed Materials”) solely for the purpose of [description of use, e.g., promoting Licensee’s business through YALID LLC's services].

1.2 Licensee shall not sublicense, distribute, or transfer any Licensed Materials without the prior written consent of Licensor.

2. LICENSE FEES AND PAYMENTS
2.1 Licensee agrees to pay Licensor the applicable fees for the rights granted under this Agreement as specified by Licensor.

2.2 All payments are due within [number] days of invoice, and any late payments may incur interest at a rate specified by Licensor.

3. INTELLECTUAL PROPERTY RIGHTS
3.1 Licensee acknowledges that Licensor owns all intellectual property rights in the Licensed Materials, including but not limited to copyrights, trademarks, and trade secrets. Nothing in this Agreement constitutes a transfer or assignment of any intellectual property rights.

3.2 Licensee agrees to use the Licensed Materials solely for the permitted purposes and shall not modify, reverse engineer, or create derivative works based on the Licensed Materials unless expressly authorized in writing by Licensor.

4. CONFIDENTIALITY
4.1 Licensee agrees that any information provided by Licensor under this Agreement is confidential and shall not be disclosed to any third party without the prior written consent of Licensor.

4.2 The confidentiality obligations set forth in this section shall survive the termination of this Agreement.

5. REPRESENTATIONS AND WARRANTIES
5.1 Licensor represents and warrants that it has the right to grant the license to Licensee and that the Licensed Materials do not infringe any third-party intellectual property rights.

5.2 Licensee represents and warrants that it will use the Licensed Materials in compliance with all applicable laws and regulations.

6. LIMITATION OF LIABILITY
6.1 Licensor’s liability under this Agreement shall be limited to direct damages and shall not exceed the amount of fees paid by Licensee under this Agreement.

6.2 In no event shall Licensor be liable for any indirect, consequential, or incidental damages, including but not limited to loss of profits, data, or business opportunities, arising out of or in connection with this Agreement.

7. INDEMNIFICATION
7.1 Licensee agrees to indemnify, defend, and hold harmless Licensor from any claims, damages, or liabilities arising from Licensee’s use of the Licensed Materials in violation of this Agreement or any applicable laws.

8. TERMINATION
8.1 Licensor reserves the right to terminate this Agreement at any time for any reason, with or without notice.

8.2 Upon termination, Licensee shall immediately cease all use of the Licensed Materials and return or destroy all copies in its possession.

8.3 The provisions of Sections 3, 4, 6, and 7 shall survive termination of this Agreement.

9. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of laws principles.

10. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, or representations.

11. AMENDMENTS
Any amendments to this Agreement must be made in writing and agreed upon by both Parties.