MICROSOFT .NET CONNECTED LOGO LICENSE AGREEMENT
Exhibit
10.2
MICROSOFT
.NET CONNECTED
This
Logo
License Agreement (“Logo Agreement”) is made and entered into by and between
Microsoft Corporation (“Microsoft”), and (“Licensee”), the individual or entity
who agrees and accepts the following terms and conditions of this Agreement
by
typing their name, and clicking “I Accept” below.
1. DEFINITIONS
| (a) |
“Criteria”
means the specifications set forth in the “Microsoft .NET
Connected Logo Program Technical Specification”
document.
|
| (b) |
“Effective
Date”
means the date Microsoft counter accepts this Logo Agreement,
and shall be the date upon which the Logo Agreement takes
effect.
|
| (c) |
“Logo”
means the Microsoft .NET Connected logo(s) depicted in the
attached Exhibit
A, or such additional or replacement logo(s) Microsoft may
provide under
this Logo Agreement.
|
| (d) |
“Product”
means Licensee’s web service or application identified by name
and version
in Exhibit B to this Logo
Agreement.
|
| (e) |
“Product
Add-on”
means a toolkit, software development kit, or other separately-distributed
code that can be added to Product to enable it to meet
the Criteria.
|
2. LICENSE
GRANT & RESTRICTIONS
| (a) |
Microsoft
hereby grants to Licensee a worldwide, nonexclusive, nontransferable,
royalty-free, personal license to use the specific Logo listed
in Exhibit
B solely on, or in direct reference to Product that meets the Quality
Standards
(as set forth in Section 4(a)), in the manner described in
the specifications
set forth in the attached Exhibit A. Microsoft reserves all rights
not
expressly granted herein. Licensee shall not assign, transfer or
sublicense this
Logo Agreement (or any right granted herein) in any manner without
prior written
consent from Microsoft.
|
| (b) |
If
Product requires a Product Add-on to meet the Criteria, Licensee
must
offer such
Product Add-on to Product end-users at no additional charge, and
make it
freely
available online for downloading by Product end-users at all times
during
the
term of this Logo Agreement. Licensee must also list such Product
Add-on, and
the URL where it will be available, in Exhibit B to this Logo Agreement.
When
using the Logo on or in reference to Product that requires a Product
Add-on
to meet the Criteria, the following text must be clearly legible
immediately below
the empty space under the Logo required by the “Spacing” section
of Exhibit
A to this Logo Agreement: “*Microsoft .NET Connected status requires
installation
of the free download available at: [URL].” (URL must be provided).
|
| (c) |
This
Logo Agreement does not grant by implication, estoppel, or otherwise,
any license
to any Microsoft technology or proprietary rights other than the
use of
the
Logo permitted pursuant to Section 2
(a).
|
3. OWNERSHIP,
IDENTIFICATION & USE
| (a) |
Licensee
acknowledges Microsoft’s sole ownership of the Logo, and
all associated
goodwill, and that Microsoft retains all right, title and interest
in
and to
the Logo. All goodwill arising from use of the Logo by Licensee will
inure
to the
sole benefit of Microsoft.
|
| (b) |
Licensee
will not use the Logo in a manner that will diminish or
otherwise damage
Microsoft’s goodwill in the Logo as determined by Microsoft at its sole
discretion.
Licensee will not adopt, use, or register any corporate name,
trade name,
trademark, domain name, service xxxx or certification xxxx, or
other designation
that violates Microsoft’s rights in the
Logo.
|
| (c) |
Licensee
shall take reasonable steps to notify Microsoft of any
suspected violation
of, or challenge to, Microsoft’s rights in the Logo of which Licensee
becomes
aware. Microsoft shall have the sole right to, and in its sole
discretion may
control any action concerning the
Logo.
|
4. QUALITY
CONTROL
| (a) |
All
Product distributed in connection with the Logo shall: (i) meet the
Criteria, (ii)
meet or exceed the quality of similar products provided by Licensee
before
the
Effective Date, (iii) meet or exceed standards of quality and performance
generally
accepted in the industry, and (iv) comply with all applicable
laws, rules,
and regulations (collectively the “Quality
Standards”).
Licensee shall use
the Logo solely in connection with Product that meets the Quality
Standards.
|
| (b) |
Licensee
shall cooperate with Microsoft to facilitate period review of Licensee’s
use
of the Logo, and of Licensee’s compliance with the Quality Standards.
Licensee
shall promptly correct and remedy any deficiencies in its use of
the Logo
and conformance to the Quality Standards upon reasonable notice
from Microsoft.
|
5. INDEMNIFICATION
FROM LICENSEE
Licensee
will indemnify and defend Microsoft from and against any and all third party
claims, damages, costs, and expenses (including reasonable attorneys’ fees)
related to the Product or Licensee’s use of the Logo in breach of this Logo
Agreement, (“Licensee
Indemnified Claim”),
provided (i) Licensee is notified promptly in writing of any Licensee
Indemnified Claim, (ii) Licensee has sole control over the defense of the
Licensee Indemnified Claim, and (iii) Microsoft provides reasonable cooperation,
in the defense of the same.
6. INDEMNIFICATION
FROM MICROSOFT
| (a) |
Microsoft
will indemnify and defend Licensee from and against any and all
third party
claim(s), damages, costs, and expenses (including reasonable
attorney’s fees)
that the Logo infringes any trademark rights of such third
party (“Microsoft
Indemnified Claim”),
provided: (i) Microsoft is notified promptly
in writing of any Microsoft Indemnified Claim, (ii) has sole
control over
the defense
of the Microsoft Indemnified Claim, and (iii) Licensee provides
reasonable cooperation in the defense of the
same.
|
| (b) |
In
connection with any pending or reasonably anticipated Microsoft
Indemnified Claim,
Licensee shall promptly discontinue or modify use of the Logo upon
Microsoft’s
request. Microsoft shall have no liability for any
Microsoft Indemnified
Claim based on Licensee’s use of the Logo more than twenty
(20)
|
days
after Microsoft’s written notice that Licensee
should cease use of the Logo due
to
such claim. Company shall indemnify and defend Microsoft from
and against
all damages, costs, and expenses (including reasonable attorney’s
fees) incurred
due to Licensee’s continued use of the Logo after such twenty (20)
day notice
period.
7. DISCLAIMER
OF WARRANTY & LIMITATION OF LIABILITY
| (a) |
MICROSOFT
MAKES NO WARRANTIES REGARDING THE LOGO, AND HEREBY
DISCLAIMS ALL WARRANTIES THAT MIGHT OTHERWISE BE
IMPLIED BY LAW.
|
| (b) |
EXCEPT
AS PART OF A THIRD PARTY DAMAGE CLAIM FOR WHICH ONE
OF THE PARTIES IS OBLIGATED TO INDEMNIFY THE OTHER, NEITHER
PARTY SHALL BE LIABLE TO THE OTHER FOR ANY DAMAGES
ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
|
8. TERM
AND TERMINATION
| (a) |
The
term of this Logo Agreement shall commence on the Effective Date
and continue
for one (1) year, unless terminated earlier by either
party.
|
| (b) |
Either
party shall have the right to terminate this Logo Agreement without
cause upon
sixty (60) days prior written notice. Either party shall have the
right to
immediately
terminate this Logo Agreement for breach by the other party if
such breach
is not cured within thirty (30) days of written notice to the other
party
of such
breach.
|
| (c) |
Upon
expiration or termination of this Logo Agreement, Licensee
will immediately
cease all use of the Logo. However, unless the Logo Agreement is
terminated
for breach, and subject to Section 6 (b), Licensee may
distribute then-existing
Product packaging or advertising materials containing the Logo
for a
period of sixty (60) days from termination, or expiration of the
term,
provided use
of the Logo complies with this Logo
Agreement.
|
9. NOTICES
All
notices, authorizations, and requests in connection with this Logo Agreement
shall be in writing, addressed as stated herein, (or to such other address
as
the party to receive the notice so designates by written notice to the other)
and shall be deemed given when: (i) deposited in the mail, postage prepaid,
certified or registered, return receipt requested; or (ii) sent by air express
courier, charges prepaid. The parties shall fax a copy of any such notices
to
the fax numbers identified below on the same day.
MICROSOFT: Microsoft
Corporation
Xxx
Xxxxxxxxx Xxx
Xxxxxxx,
XX 00000-0000
XXX
Attention:
xxxxxxx@xxxxxxxxx.xxx
Microsoft
.NET Connected Logo Program
Fax:
(000)
000-0000
With
Copy
To: Law
&
Corporate Affairs, Trademarks
Fax: (000)
000-0000
LICENSEE: Information
listed in the registration form.
10. MISCELLANEOUS
| (a) |
Entire
Agreement.
This Logo Agreement, including all Exhibits, comprises the
entire parties’
agreement concerning its subject matter, and supersedes and merges
all
prior or contemporaneous
communications. It may be amended only by written agreement
signed by
the parties.
|
| (b) |
Governing
Law.
This Logo Agreement shall be governed by the laws of the State
of Washington.
Venue over all disputes arising under or relating to this Logo
Agreement shall
be in the state and federal courts within the State of Washington
or the
federal courts
within the State of New York, but in either case Washington state
law
shall apply. Process
may be served on either party as authorized by applicable law or
court
rule.
|
| (c) |
Attorneys’
Fees.
In any action to enforce this Logo Agreement, the non-prevailing
party shall
pay the prevailing party’s reasonable costs, attorneys’ fees, and other
expenses.
|
| (d) |
No
Waiver.
No waiver of any breach of this Logo Agreement shall constitute a
waiver
of any
other breach, and no waiver shall be effective unless in writing,
signed
by the waiving
party.
|
| (e) |
Severability.
If any provision (or portion thereof) of this Logo Agreement shall
be
held to
be illegal, invalid or unenforceable, the remaining provisions shall
remain in full force and
effect, and the court shall enforce such provisions to the extent
allowable by law.
|
| (f) |
Relationship.
Neither this Logo Agreement, nor any terms and conditions
contained herein,
shall be construed as creating a partnership, joint venture or agency
relationship or
as granting a franchise.
|
| (g) |
Survival.
The provisions of Sections 7,8,9,10, as well as Sections 5 with respect
to Product(s)
distributed with the Logo, and 6 for claims based on use of the Logo
permitted herein,
shall survive the expiration or termination of this Logo
Agreement.
|
| (h) |
Exhibits.
This Logo Agreement includes Exhibits A and B which are
hereby incorporated
by reference.
|
EXHIBIT
A
MICROSOFT
.NET CONNECTED
Specifications
for Using the Logo
[MICROSOFT
.NET CONNECTED LOGO]
Microsoft
has established the following set of specifications for proper use of the
Logo(s). Licensee must comply with these specifications.
| 1. |
Licensee
must have a valid Microsoft .NET Connected Logo License Agreement
in place
before using
the Logo. Licensee may only use the specific version of the Logo
(base or
premium) as listed
in Exhibit B to this Logo Agreement for
Product.
|
| 2. |
The
Logo may only be used on packaging, collateral materials, documentation,
and advertising, including
Web advertising for licensed Product, as well as on Licensee’s web site in
any area related
to Product. The Logo may not in any manner that may imply that
non-licensed products meet
the Criteria set forth in the Logo Agreement. When used on Licensee’s web
site, the Logo may
be used as a link to the Microsoft .NET Connected directory. The
Logo may
not be used as a link
to any other page.
|
| 3. |
Licensee’s
company name, logo, or product name must appear on any materials
where the
Logo is used.
The Logo must be less prominent than Licensee’s Product name, trademark,
logo, or trade name.
|
| 4. |
The
Logo may not be used in any manner that expresses or might imply
Microsoft’s affiliation, sponsorship,
endorsement, or approval other than as contemplated by the Logo
Agreement.
|
| 5. |
Licensee
may not use the Logo in a manner that might suggest co-branding or
otherwise create a potential
confusion as to the source of the Product or ownership of the Logo.
Licensee may not display
the Logo in any manner that suggests that Product is a Microsoft
product,
or in any manner
that suggests that Microsoft or .NET is a part of the Product
name.
|
| 6. |
Licensee
may use the Logo only as provided by Microsoft. Except for size subject
to
the restrictions
herein, the Log may not be altered in any manner, including proportions,
colors, elements,
etc., or animated, morphed, or otherwise distorted in perspective
or
dimensional appearance.
|
| 7. |
The
Logo may not be included in any non-Microsoft trade-name, business
name,
product or service
name, logo, trade dress, design, slogan, domain name, or other
trademark.
|
| 8. |
The
Logo may not be combined with any other symbols including, words,
logos,
icons, graphics, photos,
slogans, numbers, or other design
elements.
|
| 9. |
The
Logo must include the ® and ™ symbols as show in this
exhibit.
|
| 10. |
The
Logo shall be attributed to Microsoft Corporation in all materials
where
it is used, with the attribution clause: “Microsoft
and the .NET Logo are trademarks, or registered trademarks of Microsoft
Corporation in the United States and/or other countries.”
|
Size
The
integrity of all elements of the Logo must be maintained. For example, the
type
and trademark notations must be readable; in no case should the Logo appear
at
such a small size that these conditions are not met. Minimum size for the Logo
shall be: Inches:
1” x
.91” Pixels:
72 x
64, or Millimeters:
25.5 x
23
Spacing
The
Logo
must stand alone. A minimum amount of empty space must be left between the
Logo
and any other object such as type, photography, borders, edges, etc. The
required border of empty space around the Logo must be X, where X equals the
height of the letter “c” in connected.
Color
The
color
version is the preferred way of reproducing the Logo. The CMYK and RGB values
are built into the logo artwork files. You must use the Logo artwork as
provided; the color values may not be altered. The area behind the interior
oval
of the arrow graphic element needs to remain white behind Microsoft .NET
Connected (not transparent under any circumstances).
Stickers
The
Logo
may be used on a sticker for placement on Product packaging, so long as all
specifications herein are met.
For
Questions regarding the Logo:
contact
xxxxxxx@xxxxxxxxx.xxx
EXHIBIT
B
MICROSOFT
.NET CONNECTED
Licensed
Product
The
information below must be filled out for Product to be licensed under this
Logo
Agreement.
SAMPLE
ONLY. TO BE FILLED IN BY MICROSOFT.
|
Product
name
|
Product
version identifier
|
Logo
for which Product is
licensed
(base or premium)
|
SAMPLE
ONLY. TO BE FILLED IN BY MICROSOFT.
|
Licensee
|
|
|
Name
of person accepting this Exhibit B to the Logo Agreement
|
|
|
Title
|
|
|
Date
|
EXECUTION
OF THIS AGREEMENT: Typing your name, and clicking “I Accept” is a symbol of your
signature that you accept and agree to be bound by all terms and conditions
of
this Agreement. Do not proceed if you are not authorized to bind the Licensee
and/or you do not agree to the terms and conditions of this Agreement. This
Agreement shall be complete upon Licensee’s receipt of confirmation email from
Microsoft.
[Agreement
entered into on January 21, 2003 online by Xxx Xxxxxxxx on behalf of the
Company]
