Trademark License Terms
Version 11-13-2019
THE PARTIES KNOWINGLY AND WILLINGLY WAIVE ANY RIGHT THEY HAVE UNDER APPLICABLE LAW TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR IN ANY WAY RELATED TO THIS LICENSE, THE ISSUE OF THE RIGHT OR OBLIGATION TO ARBITRATE, AND THE ISSUES RAISED BY ANY SUCH DISPUTES.
These are the terms referred to in the License Issuance Offer Email sent to the applicant/licensee. That email and these terms together form the License and each is incorporated by reference into the other.
The License will become effective upon payment of the Issuance Fee, and the date of payment will be the effective date of the License. The Issuance Fee must be paid with five (5) days of the date the License Issuance Offer Email is sent, or the license offer will expire and not take force or effect.
Upon payment of the Issuance Fee SOT grants Licensee a non-exclusive, nontransferable license to use the Licensed Mark(s) subject to these terms.
Licensee will affix trademark (™), registration (®), and appropriate intellectual property attributions on all Mark(s).
Licensee agrees to use the Mark(s) only in the form and manner approved by SOT, and with proper trademark attribution. Licensee will not alter, modify, dilute, or otherwise misuse the Mark(s).
Licensee will submit to SOT copies of advertisements or promotional materials containing the Mark(s) for approval before publication, and advise SOT of all websites through which Product is being offered or sold.
Licensee will comply with applicable government regulations in the manufacture, advertisement and sale of products.
Licensee acknowledges and agrees that the Mark(s) are a unique source indicator for SOT’s product that it is distinctive, that it indicates SOT as a single source, and that Licensee has found SOT and is licensing this product because of the distinctiveness of the Mark(s).
Licensee will advise in advance for approval of any overseas manufacture bearing the Mark(s) or configuration.
Licensee contractually agrees that Licensee will not either now or any time in the future, for free or for direct or indirect gain or compensation, do the following for itself or another within the fifty states or District of Columbia regarding the Mark(s), similar Mark(s), trade names or protected property interests: compete against SOT in any manner employing the same; employ or utilize the same except in a relationship with SOT; supply the same to unauthorized persons.
Licensee agrees to execute and provide such other forms and documents as may from time to time be needed regarding this License.
Licensee will indemnify and hold SOT harmless from any and all claims, demands, liabilities, actions and suits, arising out of or related to alleged negligence, omission, or willful misconduct of Licensee’s activities hereunder, except to the extent caused by SOT’s negligence or willful misconduct.
This Agreement will not create or be deemed to create any agency, partnership, or joint venture between the parties.
Either party may temporarily suspend the operation of this Agreement for public controversy if the other: (a) commits an act of significant public disrepute or becomes the subject of a national public scandal or controversy, or (b) its publicized (through national, responsible media) behavior or activities is illegal or otherwise grossly offensive to generally accepted standards of behavior, such that it causes the party to reasonably conclude that public association with the other party at that time might with reasonable probability (a) subject the party to ridicule, contempt, controversy, embarrassment, or scandal, or (b) injure, tarnish, damage or otherwise negatively affect the party’s reputation and goodwill. The provision does not operate where a party’s position happens to fall on one side or another of a national debates over social, political, cultural, religious, or legal issue not of its making.
Either party may terminate this Agreement: (a) if a party does not cure a material breach to the reasonable satisfaction of the other party within ten (10) days’ after written notice, or (b) if the public controversy which has caused a temporary suspension has not receded to a reasonable safe level within six months. Upon termination or expiration, Licensee will cease producing the goods and new uses of the Mark(s).
This Agreement will terminate: (a) immediately if Licensee makes an assignment for the benefit of creditors, or files a petition in bankruptcy, or attempts to assign this Agreement; or (b) by giving thirty (30) days’ written notice to SOT; or (c) by SOT giving thirty (30) days’ written notice if Licensee breaches any obligation of this Agreement, unless Licensee cures its breach during the thirty (30) day period. The simultaneous commission of multiple separate breaches will entitle SOT to cancel this contract immediately. Any product in distribution if the Agreement is terminated by either party will be allowed to continue to be sold.
Licensee will maintain accurate records for three (3) years following the payments they cover, which will survive the termination of this Agreement. The records are subject to audit and inspection.
Except as set forth above, SOT makes no representations or warranties of any kind, express or implied, as to warranties of merchantability or fitness for a particular purpose, has no duty to litigate or defend against the Mark(s) proper or improper use or challenge by others.
All questions arising out of or relating to this Agreement, or concerning the formation, meaning, intention, interpretation, performance or enforcement or validity hereof, will be judged and resolved in accordance with the laws of the State of Florida in the United States of America and venue for all matters including determination of venue will be in state court in Hillsborough County, Florida.
This Agreement is the entire agreement between Licensee and SOT, and all prior and contemporaneous oral and written statements, promises, agreements, and understandings are incorporated herein; provided the following form a material part hereof: the licensing contact form completed by Licensee including the terms listed in it and linked from it; the licensing questionnaire completed by Licensee including the terms listed in it and linked from it; the Website Terms of Use for this site (www.SupportOurTroops.Org).
The License in this Agreement is derivative of an exclusive License granted to SOT by Support Our Troops Foundation, Inc., a Florida corporation (SOTF), a third party beneficiary to this License, and not a party hereto, and Licensee will have no privity with or right of action or claim against SOTF-Gen for anything arising out of or relating to this License. Licensee acknowledges and agrees that the Marks belong to SOTF in all trademark classes of goods and services in the U.S. and worldwide, and will not trade off of the mark anywhere in the world or use it or anything similar to it, or any similar domain name, except under License from SOT.
Licensee may not assign or subcontract all or any portion of its obligations with respect to the Mark(s) or to the Licensed Product(s) under this License without SOT’s prior written approval.
All protections afforded SOT will survive any termination of this Agreement.
End of License Terms