BUILDERS ASSOCIATION OF THE TWIN CITIES SERVICEMARK LICENSE AGREEMENT
All BATC members may use Servicemarked Parade of HomesSM logos in their advertising and promotional materials, by agreeing to the terms as noted below. With your emailed agreement you may access and download camera ready logos.
RECITALS
A. Member is a member of the BATC and is a participating builder member or associate member in the Parade of Homes Spring PreviewSM, the Parade of Homes Fall ShowcaseSM, and/or the Remodelors ShowcaseSM events.
B. The BATC wishes to grant to Member a limited, royalty-free, non-exclusive and non-transferable license to use certain BATC servicemarks and logos ("Marks and Logos");
C. Member agrees that, if Member uses the Marks and Logos, Member will do so in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing Recitals and the following mutual covenants, the receipt and sufficiency of which consideration is hereby acknowledged, the BATC and Member agree as follows:
1. License. The BATC hereby grants to Member a limited, royalty-free, non-exclusive, and non-transferable and royalty-free license to use the Marks and Logos identified on the attached Exhibits A and B. This license is granted subject to the terms and conditions set out below.
2. Usage Guidelines. Member is not required to use any of the Marks or Logos. If Member does use any of the Marks or Logos, Member must:
A. Use the SM designation (for example, the Parade of Homes Spring PreviewSM or Remodelors ShowcaseSM) each time Member uses any of the Marks or Logos.
B. Include the following notice at the bottom of all printed material: "The (insert the Mark or Logo you used, for example Parade of Homes Spring PreviewSM or Remodelors ShowcaseSM or Parade of HomesSM) is a Servicemark of the Builders Association of the Twin Cities and is used with permission." Where the Member's printed material contains more than one page and a Mark or Logo appears on more than one page, the notice shall be placed at the bottom of the page where the Mark or Logo first appears. If more than one Mark or Logo is used (for example, Parade of HomesSM and Parade of Homes Spring PreviewSM) the notice shall list all Marks and Logos used and shall appear at the bottom of the page where a Mark and/or Logo first appears.
C. Not use any Mark or Logo in a manner which suggests that Member owns the Mark or Logo or is sponsoring the Parade of HomesSM or Remodelors ShowcaseSM event. For example, it is a violation of this Agreement to state, "ABC Builders Parade of HomesSM." It is also a violation to state, "During our Remodelors ShowcaseSM."
D. Not display any Mark or Logo more prominently than the Member's own product name, logo or servicemark.
E. Include in any television or radio advertisement, the statement that: "The (insert the Mark or Logo you used, for example: Parade of Homes Spring PreviewSM or Remodelors ShowcaseSM or Parade of HomesSM) is a Servicemark of the Builders Association of the Twin Cities and is used with permission."
F. Not alter the Logos, which are in camera-ready format (see Exhibit B). The Logos must be used exactly as received. The SM designation must be used with the Logos.
G. Not abbreviate or use a shortened version of any of the Marks or Logos. For example, do not shorten Parade of HomesSM to "Parade" or the Remodelors ShowcaseSM to "Showcase."
H. Not use the Marks or Logos in connection with an event in which Member is not participating. For example, a member who is not participating in a Parade of HomesSM event shall not use the Parade of HomesSM Marks or Logos in connection with that event. Attached for your reference (See Exhibit C) is a sample advertisement which meets the requirements of these Guidelines.
3. Cooperation/ Revision. Member agrees to cooperate with the BATC by providing, upon request, true and correct copies of all materials which contain any of the Marks and Logos. The BATC reserves the right to revise this Agreement provided that no revision will be retroactive and Member will have thirty (30) days within which to comply with any revisions. Use by Member of any of the Marks and Logos after expiration of the 30-day period will constitute Member's agreement to the revised License Agreement.
4. Termination and Remedies.
A. The BATC may terminate this Agreement for any reason upon thirty (30) days written notice to Member. The BATC may immediately terminate this Agreement in the event of Member's breach of any of the provisions of this Agreement, or if the BATC reasonably believes that the Member's use of the Marks or Logos would infringe upon the rights of any third party.
B. Member acknowledges that the breach of this Agreement and/or any infringement of the BATC's Marks and Logos will result in irreparable harm to the BATC. Member stipulates and agrees that, in the event of Member's violation of this Agreement, a permanent injunction against Member's use of the Marks and Logos may be entered.
C. Member grants to the BATC the right, but not the obligation, to revise and correct any materials submitted by Member to the BATC for publication to comply with the terms of this Agreement.
D. The remedies outlined in this Agreement are not exclusive. Member agrees that the BATC shall be entitled to all remedies available at law or in equity for breach of this Agreement or infringement of the Marks and Logos.
E. The BATC shall be entitled to collect from Member the attorney fees, costs and disbursements the BATC incurs in connection with the enforcement of this Agreement or the protection of its Marks and Logos from infringement by Member.
The termination of this License Agreement shall not restrict or affect the remedies available to the BATC and the provisions of this Section and Sections 5 and 6 shall continue in full force and effect following termination.
5. Representations, Warranties, Limitations of Liability.
A. BATC represents and warrants that Member's use of the Marks and Logos within the Twin Cities metropolitan area does not infringe the servicemark rights of any other party.
B. Subject to the limitation set forth in a subsection (C) below, BATC agrees to indemnify, defend, and hold Member harmless form and against any and all damages incurred by Member in connection with any breach of the representation and warranty set forth in a subsection (A) above, provided that Members (i) notify BATC promptly in writing of such infringement claim, (ii) allow BATC to have sole control over its defense and settlement, and (iii) Member provide reasonable assistance to BATC in connection with defending such claim. Following notice of an infringement claim, BATC may, at its option, provide Member with substitute marks or logos for use by Member, obtain a license for Member to continue using the Marks and Logos, or terminate the license granted to Member. THIS SUBSECTION (B) SETS FORTH THE SOLE REMEDIES AVAILABLE TO YOU IN CONNECTION WITH THE REPRESENTATION AND WARRANTY OF SUBSECTION (A) ABOVE.
C. BATC MAKES NO OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE USE OF THE MARKS AND LOGOS. IN NO EVENT SHALL BATC BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES (INCLUDING LOSS OF BUSINESS PROFITS) ARISING FROM OR RELATED TO MEMBER'S USE OF THE MARKS AND LOGOS, EVEN IF BATC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Restrictions.
A. Assignment Void. Member agrees not to assign, transfer or sublicense this license, and any attempt to do so shall be void.
B. Servicemarks and Logos are Property of BATC. Member acknowledges that the Marks and Logos are the property of BATC and that Member does not have any right, title or interest in or to the Marks and Logos except for the license expressly granted herein. Member agrees that it will not, directly or indirectly, challenge or assist others in challenging BATC's rights in and to the Marks and Logos.
C. Similarity of Marks Prohibited. Member agrees not to apply for or seek to obtain any servicemark or trademark rights in any Marks or Logos, any depiction thereof, or anything confusingly similar thereto. Without limiting the generality of the scope of servicemark license granted above, Member agrees not to use the Marks or Logos, or any word, symbol, or design which is confusingly similar thereto, except as according to these Guidelines.
D. Goodwill of BATC Marks and Logos. Member agrees to act in a manner intended to protect and preserve the goodwill and image associated with the Marks and Logos, and not to harm, misuse or bring into disrepute the Marks or Logos, or the goods and services that BATC offers under the Marks and Logos.
7. Miscellaneous.
A. Entire Agreement. This Agreement represents the entire agreement by and between the parties and supersedes all prior understandings, agreements, or representations by and between the parties.
B. Authority of Parties. The parties to this Agreement represent to one another that they are each fully authorized and empowered to enter into this Agreement and that the person or persons acting on behalf of the parties hereto have authority to enter into and execute this Agreement on behalf of the respective parties hereto.
C. Facsimile Signature. The parties agree that the facsimile signature of Joshua Fowler to this Agreement shall have the same force and effect as an original signature and shall bind the BATC.
D. Electronic Signature. The parties agree that the typed signature of member, forwarded via email, shall have the same force and effect as an original signature and shall bind the member.
