This Subscription License Agreement (hereinafter “Agreement”), is effective as of the date indicated below by and
between Cold Cut Kruise, Inc. (hereinafter “Cold Cut Kruise”), a Michigan corporation having a mailing address at
P.O. Box 1103, Novi, MI 48376-1103, and the signing party below (hereinafter “Subscriber”).
WHEREAS, Cold Cut Kruise is willing to grant to Subscriber pursuant to the terms set forth herein a
worldwide, non-exclusive license to use the Intellectual Property, as defined below; and
WHEREAS, Subscriber desires to obtain such non-exclusive license to use the Intellectual Property;
NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties
hereto expressly agree as follows:
1. DEFINITIONS AS USED HEREIN
1.1. The term “Intellectual Property” shall mean: (1) all technology, know-how, improvements, materials, and
devices related to the subject matter of the “Patents” enumerated below; and (2) all trademarks and trade dress
belonging to Cold Cut Kruise and appearing on any Licensed Product.
1.2. The term “Cold Cut Kruise” shall include Cold Cut Kruise, Inc. and its founder Leo LaRose, Jr.
1.3. The term “Party” shall mean either Cold Cut Kruise or Subscriber, and “Parties” shall mean Cold Cut
Kruise and Subscriber.
1.4. The term “Patents” shall mean United States Patent Nos. 7,360,374, 7,671,467, and 9,696,009, as well
as any related domestic or foreign patent issuing therefrom.
1.5. The term “Licensed Product” shall mean all products that are disclosed and/or claimed in the Patents,
including the products presently known as the “Kruise Filters.” All mention of Licensed Product in the singular shall
not be construed as being restricted to only one Licensed Product and may include multiple units.
2. USE OF LICENSED PRODUCT
2.1. Cold Cut Kruise hereby grants to Subscriber the non-exclusive, non-transferable license and right to use
any Licensed Product, which is/are protected under any of the aforementioned Patents so long as Subscriber
complies with the terms of this Agreement.
2.2. Cold Cut Kruise grants to Subscriber a non-exclusive, non-transferable license and right to use any
Intellectual Property, including the subject matter of the Patents, trademarks, and trade dress owned by Cold Cut
Kruise which appear on the Licensed Product and/or the Licensed Product, itself, without liability to Cold Cut
Kruise for infringement of its respective Intellectual Property.
2.3. Subscriber may not use the Licensed Product in any manner that is unlawful, illegal, fraudulent, harmful,
or otherwise in connection with such activity.
2.4. The License provided under this Agreement is only valid at the specific address associated with
Subscriber’s place of business which is registered and provided to Cold Cut Kruise, through its website or
2.5. Any Licensed Product ordered from Cold Cut Kruise shall only be delivered to the location provided by
Subscriber and is licensed for use solely at such location and may not be sub-licensed, transferred or otherwise
assigned or moved to any other location.
2.6. Subscriber shall provide written notice to Cold Cut Kruise of any change in its business address or
locations at which the Licensed Product or any Intellectual Property is used. Notice shall be provided prior to
Subscriber’s change of business address.
2.7. All rights not expressly granted to Subscriber in this Agreement are reserved and retained by Cold Cut
Kruise or its licensors, suppliers, publishers, rightsholders, or other content providers.
3. INTELLECTUAL PROPERTY
3.1. Unless otherwise stated, Cold Cut Kruise maintains ownership of all Intellectual Property associated with
the Licensed Product. All Intellectual Property rights are specifically reserved as discussed hereinbelow.
3.2. Trademarks and Trade Dress
3.2.1. In addition to any copyright works, all, graphics, logos, and product names provided on the Licensed
Product are the trademarks or trade dress of Cold Cut Kruise in the United States. Cold Cut Kruise’s trademarks
and trade dress may not be used in connection with any product or service that is not Cold Cut Kruise’s, in any
manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Cold
Cut Kruise. All other trademarks not owned by Cold Cut Kruise that appear on the Licensed Product are the
property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Cold Cut
Kruise. Any use of the Cold Cut Kruise trademarks and/or trade dress shall inure to the benefit of Cold Cut Kruise.
3.3.1. One or more of the aforementioned Patents owned by Cold Cut Kruise apply to the Licensed Product.
During the term of this Agreement, the Patents shall remain the property of Cold Cut Kruise.
4.1. This Agreement shall commence on the effective date indicated below and shall continue for a trial term
of 90 days, unless terminated earlier as provided herein.
4.2. If Subscriber declines to license the Licensed Product, then, prior to the end of the 90-day trial term,
Subscriber shall return such licensed product to Cold Cut Kruise. If Cold Cut Kruise has not received the Licensed
Product prior to the end of the trial term, then Subscriber shall be charged for a term of one year.
5.1. Any subsequent one year term shall automatically renew on a yearly basis, unless sooner terminated, as
provided for in Paragraph ____ below.
6.1. In consideration for the grant of a license to use the Intellectual Property of Cold Cut Kruise during the
initial one year term and for any automatic, annual renewal, Subscriber shall remit payment to Cold Cut Kruise the
amount of One hundred ($100) dollars U.S. per one year term.
6.2. Cold Cut Kruise has the right to change the amount to be paid for future one year terms at any time.
However, any change in the amount shall not affect the cost of any previously paid for term.
6.3. During either the initial one year term and any subsequent one year terms of this Agreement, Subscriber
may acquire any number of Licensed Product, available supply permitting, directly from Cold Cut Kruise at its then
listed price, and subject to compliance with Paragraph 2.6 above.
7. RISK OF LOSS
7.1. All Licensed Product obtained from Cold Cut Kruise are made pursuant to a shipment contract. Thus, the
risk of loss and title for such Licensed Product pass to Subscriber upon delivery to the carrier.
8.1. Upon termination of this Agreement, all rights granted to Subscriber shall terminate. Upon termination of
this Agreement, Subscriber shall have 15 days to return all Licensed Product acquired from Cold Cut Kruise.
8.2. Subscriber may terminate this Agreement at any time prior to the anniversary of any renewal date, but
shall not be reimbursed for any remaining portion of any term that is then in effect.
8.3. Cold Cut Kruise shall have the right to terminate this Agreement, with or without cause, at any time. If
Cold Cut Kruise terminates this Agreement, Subscriber shall receive a prorated amount of the fee already paid by
Subscriber for any remaining portion of the term.
8.4. No termination of this Agreement shall constitute a termination or a waiver of any obligations owed to
Cold Cut Kruise accruing at or prior to the time of such termination.
9.1. Any Licensed Product is provided “as is” without any representations or warranties, express or implied.
Cold Cut Kruise makes no representations or warranties in relation to the Licensed Product or the information and
description provided regarding the use of the Licensed Product.
10.1. Any failure by Subscriber to comply with the terms of this Agreement or the terms set forth in the
kruisefilter.com website shall constitute a breach of this Agreement allowing Cold Cut Kruise, at its option, to
immediately terminate this Agreement.
10.2 If Cold Cut Kruise is unable to obtain payment from Subscriber for any term, Subscriber is in breach of
this Agreement and Cold Cut Kruise may bring any legal action as set forth hereinbelow and which may be
afforded by the law.
11. DISPUTES AND REMEDIES
11.1. Any dispute or claim relating in any way to Subscriber’s breach of this Agreement shall be resolved by
binding arbitration, except that, to the extent Subscriber has in any manner violated or threatened to violate Cold
Cut Kruise’s intellectual property rights, Cold Cut Kruise may seek injunctive or other appropriate relief in any
State or Federal court of competent jurisdiction in the State of Michigan, and Subscriber consents to exclusive
jurisdiction and venue in such courts.
11.2. Binding Arbitration under the Terms and Conditions herein shall be conducted under the rules, then
prevailing, of the American Arbitration Association pursuant to its Consumer Arbitration Rules. The arbitrator’s
award may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by
applicable law, no arbitration under these Terms and Conditions shall be joined to any other arbitration involving
another party also subject hereto, whether through class arbitration proceedings or otherwise. By subscribing to
this Agreement, Subscriber agrees that the Federal Arbitration Act, applicable Federal law, and the laws of the
State of Michigan, without regard to the principles of conflict of laws, shall govern this Agreement and enforcement
of any arbitration award that might arise between Subscriber and Cold Cut Kruise.
12.1. No modification of this Agreement shall be binding unless it is in writing and is signed by an authorized
representative of the party against whom enforcement of the modification is sought.
13.1. If any provision herein shall be deemed invalid, void, or for any reason unenforceable, that condition
shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.
14. ENTIRE AGREEMENT
14.1. This Agreement constitutes the entire agreement between Cold Cut Kruise and Subscriber and
supersedes and all previous agreements, either oral or written, between Cold Cut Kruise and Subscriber with
respect to the subject matter hereof. No agreement or understanding bearing on this Agreement shall be binding
upon either Cold Cut Kruise or Subscriber unless it is in writing and signed by an authorized representative of both
parties and expressly refers to this Agreement.
IN WITNESS WHEREOF, Cold Cut Kruise and Subscriber have executed and delivered this Agreement in multiple
originals by their duly authorized officers and representatives on the respective dates shown and made effective
as of the effective date that the Subscriber pays the subscription identified on paid invoice.
Subscription License Agreement