Promotional Logo License Agreement
THIS AGREEMENT (“Agreement’), effective as of the last day signed below (“Effective Date”), is by and between Web Services Team Corporation d/b/a FranklinIs, located at 1604 Westgate Circle, Ste 150a, Brentwood, TN 37027 (“Licensor”) and the party accepting the terms of this Agreement as incorporated by reference (“Licensee”).
WHEREAS, Licensor owns the FranklinIs and The Sizzle Awards trademark, service marks and any logos (collectively “LOGOS”) and provides marketing recognition services to Licensee.
WHEREAS, Licensee wants to use the LOGOS to inform others that Licensee is a winner of Licensor awards and recognition services or is utilizing marketing services of Licensor.
NOW, THEREFORE, pursuant to the terms of the Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Licensor and Licensee (collectively “Parties”) agree:
1. GRANT OF LICENSE: We grant Licensee a non-exclusive, royalty free, license to use the LOGOS in Licensee company’s advertising, literature and websites solely in connection with the marketing and promotion of LICENSOR services. Licensee agrees that in any case where the LOGOS are being used on the Internet or in Email, a link to www.franklinis.com will be provided.
2. TERM OF LICENSE: The license granted by this Agreement shall commence on date clicked/submitted (the “Effective Date”) and continue until terminated as provided below.
3. LIMITATIONS ON LICENSE: Licensor agree to comply with the following, which are conditions of the license granted by this Agreement:
a. Licensor may only use LOGOS and The Sizzle Award name in strict conformity with the standards as provided by FranklinIs or as set forth in this agreement or at such other Internet location on the World Wide Web as we may notify Licensee. Licensee acknowledges and agrees that it is your responsibility to remain informed about ,and to immediately comply with, any changes we may make in the FranklinIs Corporate Identity Standards that affect your use of the LOGOS.
b. Licensor may not assign the license granted by this Agreement without our prior written consent.
c. The license granted by this Agreement is non-sublicensable. Nothing in this Agreement grants Licensee, or authorizes Licensee to grant to any other person, firm or corporation, any right to use the LOGOS in any way or by any means or manner.
4. QUALITY CONTROL: The law requires that trademark owners exercise quality control over use of their LOGOSs by licensees. So Licensee agrees that the nature and quality of all uses of the LOGOS and all goods/services connected therewith shall conform to standards set by and be under the control of Licensor. Licensee agrees to cooperate with Licensor to facilitate such control by Licensor, including but not limited to supplying Licensor with specimens of use of the LOGOS upon Licensor’s request. One-way Licensor will monitor quality is by paying special attention to complaints about Licensee that Licensor may receive. Licensor may change the form of the LOGOS at any time by informing Licensee in writing, in which case Licensee will use only the newest form of the LOGOS. In any case, Licensee may use the LOGOS in either the color shown in Exhibit A or black and white. Communications regarding the Agreement shall be in writing and addressed to “General Counsel” at the addresses herein.
5. PROHIBITIONS: Licensee shall not: (a) violate applicable laws and regulations in connection with the Permitted Uses of the LOGOS or goods/services connected therewith; (b) present the LOGOS in a different form than allowed, unless directed by Licensor in writing; (c) use the LOGOS in such a way that might deceive others into thinking there is more of a relationship between Licensor and Licensee than Licensor simply providing marketing and recognition services to Licensee; (d) violate any acceptable uses as solely defined by the Licensor; or (e) use the LOGOS in connection with applications, Websites, databases, or digital content that (i) Licensor does compete with, (ii) contain pornography or hate speech, or (iii) criticize Licensor.
6. OWNERSHIP: Licensee acknowledges that the LOGOS carries goodwill and it is valuable for Licensee to be associated with such goodwill. Licensee acknowledges that, as between Licensor and Licensee, Licensor is the exclusive owner of all common-law trademark rights and registrations/applications worldwide for (a) the LOGOS and (b) all words and design elements that compose the LOGOS. Licensee agrees not to challenge such ownership or the Agreement or attempt to obtain trademark registrations for the LOGOS or its component parts. Licensee acknowledges that the word The Sizzle Awards or FranklinIs is not descriptive, generic, or weak in connection with its marketing services. Licensee agrees that all uses of the LOGOS by Licensee shall inure to the benefit of Licensor. The Parties agree that the Agreement, in turn, inures to the benefit of Licensor’s successors and assigns.
7. INDEMNIFICATION: Licensee agrees to indemnify and hold harmless Licensor, Licensor’s affiliates, Licensor’s successors and assigns, and all those parties’ stockholders, officers, employees, and agents (collectively “Licensor Parties”), from all third-party claims, actions, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) against the Licensor Parties, in connection with (a) Permitted Uses of the LOGOS by Licensee; (b) non-permitted use of the LOGOS by Licensee; (c) Licensee’s goods/services; (d) Licensee’s advertising or promoting of its goods/services; (e) subject matter found in Licensee’s applications, Websites, databases, and/or digital content; and/or (f) breach of the Agreement by Licensee. Licensor cannot warrant that use of the LOGOS by Licensee will not infringe the trademark rights of a third party—and thus Licensor does not agree to indemnify or hold harmless Licensee against third parties regarding Licensee’s use of the LOGOS.
8. TERM & TERMINATION: The Agreement will continue in perpetuity unless (a) Licensee breaches the Agreement, (b) Licensee becomes a competitor of Licensor, or (d) Licensor informs Licensee in writing that the Agreement is terminated (with or without cause), whichever comes first. Licensee agrees to immediately cease and desist all use of the LOGOS, upon termination of the Agreement, and not use any confusingly similar LOGOSs or words or design elements that compose the LOGOS. Section 6 of the Agreement survives termination of the Agreement.
9. LAW: The laws of the State of Tennessee in Williamson County shall govern any dispute regarding the Agreement, without giving effect to any principles of conflict of laws. The Parties submit to personal jurisdiction in the State of Tennessee.
© 2020 Web Services Team Corporation
