License Purchase Agreement
THIS LICENSE PURCHASE AGREEMENT (“Agreement”) is made between Made in America Research, LLC (“Licensor”) and the entity identified below (“Licensee”) effective on the later of the date Licensee’s representative signs this Agreement and the date the Fee (as defined below) is paid to Licensor.Licensor, the owner of a certification mark (“Certification Mark”) and related information and materials, is willing to grant Licensee the License defined below, subject to the terms and conditions set forth in this Agreement. Licensee agrees to those terms and conditions.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby represent, warrant and agree as follows:
1. License Fee.
In addition to all other requirements of this License, and in consideration of the license granted under this agreement, the right to make use of the Certification Mark, and all other rights conferred under this License Agreement are strictly predicated upon the payment of a fee (“License Fee”) of ONE HUNDRED and TWENTY dollar ($120). Licensor may, at any time and in its sole discretion, alter the License Fee with respect to new licensees or the renewal of this License; provided, there shall be no increase in the License Fee during the initial Term of this Agreement.
2. Term.
The License shall have a term of twelve months (366 days) beginning upon the date payment of the License Fee is fully processed. The License shall automatically terminate upon the 366th day of the term unless renewed through payment of an additional License Fee. The license may be terminated by either party as described elsewhere in this License. In the even that the License is terminated, no portion of the License Fee shall be refunded.
2. Licensee’s Certification.
By its execution of this Agreement and as an express condition of its continued use of the Certification Mark, Licensee hereby represents, warrants and covenants as follows:
- The undersigned is an authorized representative of the Licensee and is properly authorized to execute this Agreement on behalf of Licensee.
- Licensee’s use of the certification mark will at all times comply with applicable laws (including, but not limited to, those of the Federal Trade Commission (FTC) concerning the use of the "Made In USA" designation of origin ["FTC Content Laws"]).
- All statements made by the undersigned authorized representative of Licensee are true and accurate.
- Licensee is familiar with the FTC Content Laws and satisfies all the following accreditation standards (collectively, "Accreditation Standards").
- Licensee has been operational (i.e., actively making or growing products or services) in the United States for at least the most recent 12 months.
- Licensee either:(a) makes or grows a product that is "all or virtually all
made in the United States” as such term is defined in the FTC Content Laws, or (b) makes or grows a product that is eligible to make a qualified Made in USA claim containing a description of the extent, amount or type of a product's domestic content or processing, in accordance with the FTC Content Laws.
Conditional upon Licensee’s initial and continued compliance with all of the terms and conditions of this Agreement, including the Accreditation Standards, Licensor hereby grants Licensee a limited, non-exclusive, worldwide, revocable, non-transferable license to (1) use the Certification Mark on or in connection with Licensee's products that meet the Accreditation Standards, and (2) use Licensor’s Made In USA Content Calculator (collectively, “License”). A Licensee meeting all the requirements of this Agreement and the License is referred to as an “Accredited Business”.
As a condition of this License, Licensee agrees to only use the Certification Mark to designate that Licensee's products or services meet the Accreditation Standards. Examples of unacceptable use include, but are not limited to, prominent use of the Certification Mark as a logo on articles of clothing, coffee mugs, bumper stickers or other "affinity" merchandise.
Except for the limited license rights granted herein, Licensor reserves to itself all right, title and interest in and to the Certification Mark and the Made in USA Content Calculator.
Use of Licensee Information by Licensor.
Licensee gives Licensor its consent to publish information about Licensee, its business and its use of the Certification Mark for the purpose of indicating Licensee's participation in Licensor's Certification Mark program.
Licensee gives its consent to Licensor's use of Licensee's name and logo (a) on Licensor's web site, blog, Facebook page and other social media and Internet, sources, including linking to Licensee's home page, (b) for use in recruiting additional Accredited Businesses, and (c) in press releases, news articles, advertisements and other public statements concerning the Certification Mark, all in order to indicate that Licensee is a Accredited Business.
Usage Limitations.
If Licensor or any court or governmental entity determines that use of the Certification Mark may in any particular manner or jurisdiction violate any applicable laws, be contrary to public policy or may subject Licensee or Licensor to any third-party claims, legal or governmental investigations or proceedings, penalties or liabilities, Licensee agrees, upon receipt of notice and request from Licensor, to immediately cease and desist from all use of the Certification Mark in such particular manner or jurisdiction.
Control.
Licensor shall have absolute determination and control, in its sole discretion, over the design, redesign, modification, authorized or unauthorized use, manner and degree of application, manner and extent of registration, maintenance, protection, enforcement, ownership, licensing, use and termination of the Certification Mark.
Specific Use Restrictions.
Licensee shall use the Certification Mark only in the exact form depicted in the form it is downloaded from this web site and shall not otherwise modify the Certification Mark or combine it with another mark, or use, adopt or register any marks confusingly similar to the Certification Mark.
Licensee shall not use the Certification Mark in any manner that would: (i) be likely to reduce, diminish or damage the goodwill, value or reputation associated with the Certification Mark; (ii) violate the rights of any third parties; (iii) result in any third party claim or in any governmental investigation, claim or proceeding alleging unlawful or improper use of the Certification Mark; (iv) cause the Certification Mark to be used in any manner other than as a certification mark; or (v) violate the FTC Laws.
Noncompliance.
Licensee shall immediately and at its sole cost and expense correct any usage of the Certification Mark that Licensor regards as failing to comply with the requirements of this Agreement.
Licensor Ownership of the Certification Mark.
Licensee acknowledges Licensor's exclusive right, title and interest in and to the Certification Mark and acknowledges that nothing herein shall be construed to accord to Licensee any rights in the Certification Mark except as otherwise expressly so provided.
Licensee represents and warrants with respect thereto that it will not at any time do any of the following: (i) challenge Licensor's right, title or interest in the Certification Mark or the validity the Certification Mark or any registration thereof; (ii) do or cause to be done or omit to do anything, the doing, causing or omitting of which would contest or in any way impair or tend to impair the rights of Licensor in the Certification Mark; (iii) represent that it has any ownership in or rights with respect to the Certification Mark; and (iv) adopt, use or register any certification mark, trademark, service mark, trade name, insignia or logo that is confusingly similar to or a colorable imitation of the Certification Mark.
Termination.
Licensee acknowledges that if it engages in any unauthorized use of the Certification Mark or any violation of the Accreditation Standards or other provisions of this Agreement irreparable injury will occur if such unauthorized use or violation continues, and Licensor may immediately terminate Licensee's right to continue using the Certification Mark an invoke equitable or legal relief to enforce its rights under this agreement. If Licensor prevails in any proceeding to enforce its rights, Licensee will pay Licensor’s attorneys’ fees.
Licensee may terminate this Agreement at any time by discontinuing any use of the Certification Mark. In addition to Licensor's right to terminate this Agreement upon Licensee's breach of this Agreement, Licensor may terminate this Agreement for any reason upon thirty (30) days notice to Licensee. Upon any termination of this Agreement, the License shall immediately terminate. and Licensee will immediately discontinue all use of the Certification Mark.
No Warranty by Licensor.
LICENSOR PROVIDES THE LICENSE WITHOUT ANY WARRANTY OF ANY KIND. LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. UNDER NO CIRCUMSTANCES WILL LICENSOR BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF ANY CERTIFIED PRODUCT(S), ANY PRODUCT(S) BEARING THE CERTIFICATION MARK OR CONDUCT OR REPRESENTATIONS OF ANY USERS OF THE WEB SITE OR ACCREDITED BUSINESS, WHETHER ONLINE OR OFFLINE. LICENSOR MAKES NO REPRESENTATION ABOUT ANY CERTIFIED PRODUCT OR ANY PRODUCTS BEARING THE CERTIFICATION MARK AND EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OF THE SAME. LICENSOR CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF ANY CERTIFIED PRODUCT OR ANY PRODUCT(S) BEARING THE CERTIFICATION MARK.
Limitation of Liability.
IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS ARISING FROM OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY ALLEGED BREACH OF ANY REPRESENTATION, WARRANTY OR OTHER PROVISION HEREIN, REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH CLAIMS ARE BASED AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
Indemnity.
Licensee agrees to defend, indemnify and hold Licensor and its officers, directors, business partners, employees and agents harmless from and against any claim, damage, loss or liability, including reasonable attorneys' fees and costs ("Claim") incurred arising out of or in connection with any breach of this Agreement by Licensee or any Claim asserted by any third party, whether for personal injury, misrepresentation or otherwise arising out of or relating to the manufacture, advertising, promotion, use, marketing or sale of Licensee’s products or its use of the Certification Mark.
Governing Law.
This Agreement will be governed by and construed in accordance with the laws of the Indiana. Both parties agree to submit to the jurisdiction of the courts in Indiana and further agree that any cause of action arising under this Agreement shall be brought in the federal or state courts in Indianapolis, Indiana.
Independent Contractors.
The parties are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. Neither party shall make any warranties or representations on behalf of the other party.
No Advice or Legal Opinion.
The content included in the MADE IN USA CONTENT website does not constitute legal advice or opinion. It is the obligation of the Licensee to ensure that all use of the certification mark by Licensee complies with federal, state and administrative law, including but not limited to, the FTC Made in USA Standard and 15 USC § 1125. Use of the certification mark does not indicate, warrant or guarantee compliance with any federal, state, or administrative, law or regulation. Licensor makes no claims or representations regarding compliance with any law or regulation. Questions regarding compliance with the law are advised to consult with an attorney.