IMPORTANT NOTICE
THIS IS A TRADEMARK LICENSE AGREEMENT. THIS IS NOT A FRANCHISE AGREEMENT. Licensor does not grant Licensee the right to operate a business system or method of operation. Licensor does not exercise control over, nor provide significant assistance with respect to, the day-to-day operations of Licensee's business. Licensee is an independent business operator solely responsible for all aspects of its own business.
This Territory Trademark License Agreement ("Agreement") is entered into as of the date of electronic acceptance ("Effective Date") by and between Robodepot LLC ("Licensor" or "Robodepot") and the individual or entity identified in the electronic checkout process ("Licensee").
1. Recitals
Licensor is the owner of the trademark "ROBODEPOT" and associated logos, designs, and trade dress (collectively, the "Mark"). Licensee desires to obtain a limited, non-transferable license to use the Mark in connection with Licensee's independently owned and operated business within a defined geographic territory.
2. Grant of License
Licensor grants Licensee a limited, non-exclusive (except as provided in Section 3), revocable, non-transferable, non-sublicensable license to use the Mark solely within the Territory and solely in connection with the marketing and provision of vehicle fleet services, including vehicle charging coordination, cleaning, inspection, and maintenance coordination ("Licensed Services"). This license extends only to the use of the Mark. Nothing in this Agreement grants Licensee the right to use any business system, method of operation, or proprietary know-how of Licensor.
3. Territory
The geographic territory ("Territory") is the specific zone selected by Licensee during checkout. During the Term and so long as Licensee is in compliance, Licensor shall not grant any other person a license to use the Mark for Licensed Services within the Territory. To maintain exclusive territorial rights, Licensee must demonstrate commercially reasonable activity within twelve (12) months of the Effective Date and annually thereafter. Licensee has a right of first refusal on adjacent territories.
4. License Fees
Licensee shall pay a one-time, non-refundable Initial License Fee and a Monthly License Maintenance Fee commencing the second month after the Effective Date. The first month's fee is included in the Initial License Fee. Licensor shall not collect any royalty, percentage of revenue, or any fee based on Licensee's sales or business performance. Licensee retains 100% of all revenue earned. Licensor may adjust the Monthly Fee upon sixty (60) days' notice, not exceeding 10% per calendar year.
5. Trademark Quality Control
Licensee shall use the Mark only in approved forms provided by Licensor. Licensee shall ensure use of the Mark meets reasonable standards of professionalism. Licensor may review Licensee's use of the Mark in marketing materials. This right of review is limited to the use of the Mark and does not extend to Licensee's business operations.
6. Ownership and Goodwill
Licensor is the sole and exclusive owner of the Mark. All goodwill arising from Licensee's use of the Mark shall inure to the benefit of Licensor. Licensee acquires no ownership interest in the Mark.
7. Digital Platform and Community Access
Licensee shall have access to Licensor's digital platform including brand asset downloads, a community forum, and a vendor directory. The community forum is peer-to-peer; content does not constitute guidance from Licensor. The vendor directory is informational only; no purchases are required. Informational resources are general in nature and do not constitute business advice.
8. Independent Business Relationship
Licensee is an independent business operator. Nothing creates an employment, partnership, agency, or franchise relationship. Licensor does not exercise control over the means, methods, or manner by which Licensee conducts its business, including services offered, pricing, hours, staffing, equipment, or marketing.
9. Term and Termination
The Agreement commences on the Effective Date for twelve (12) months, auto-renewing unless either Party provides 30 days' notice. Licensee may terminate at any time with 30 days' notice; no refund of the Initial License Fee. Licensor may terminate for cause including non-payment (15-day cure), trademark misuse (30-day cure), or material breach. Upon termination, all rights cease and Licensee must discontinue use of the Mark within 30 days.
10–11. Indemnification & Limitation of Liability
Licensee indemnifies Licensor against claims arising from Licensee's operations. Licensor indemnifies Licensee against Mark ownership claims. Neither party is liable for consequential damages. Licensor's total liability is capped at fees paid in the preceding 12 months. Licensor makes no guarantees of business success.
12. Transfer
Licensee shall not transfer this Agreement without Licensor's prior written consent. Licensor may assign to any successor entity.
13. Representations & Warranties
Licensor warrants it has the right to grant the license and the Mark does not infringe third-party rights. Licensee warrants it has legal capacity and has not relied on income or success representations. The Mark is licensed "AS IS."
14. General Provisions
Governed by state law. Disputes resolved by negotiation then binding arbitration. This constitutes the entire agreement. Amendments require written consent. Electronic acceptance has the same legal force as a handwritten signature under the E-SIGN Act.
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