Logo & Photo Usage Agreement
This Massanutten Resort Logo Usage Agreement (“Agreement”) is made by and between the entity identified in the signature block below (“Licensee”) and Great Eastern Resort Management, Inc., a Virginia Corporation (“Massanutten” or “Great Eastern”).
(1) Acceptance of Terms. Massanutten and Licensee agree that Licensee be deemed to have accepted this Agreement upon Licensee’s (a) transmission or submission to Massanutten, Licensee’s electronic, written or oral agreement to its terms; (b) signing (via hand or electronic) of this Agreement; (c) downloading, receipt or use of the Mark or Photo (collectively, the “Massanutten IP”); or (d) acceptance of any goods, services, monetary donations or sponsorship funds. In the event that Licensee and Massanutten or any of Great Eastern’s parents, subsidiaries or affiliates has entered into a separate agreement, order, or proposal that contemplates Licensee’s use of the Massanutten IP for the Purpose, then the terms of this Agreement shall be incorporated into such separate agreement upon Licensee’s acceptance of this Agreement. CONTRARY PROVISIONS IN LICENSEE’S CORRES-PONDENCE, QUOTATIONS, TERMS AND CONDITIONS, ACKNOWLEDGMENTS, OR ANY OTHER DOCUMENT THAT LICENSEE SENDS TO MASSANUTTEN RELATING TO USE OF THE MASSANUTTEN IP ARE HEREBY REJECTED AND NOT BINDING ON MASSANUTTEN, UNLESS IT EXPRESSLY ACCEPTS THEM IN WRITING.
(2) License for Purpose. Subject to the terms and conditions of this Agreement and Licensee’s compliance therewith, Massanutten hereby grants to Licensee a limited, nonexclusive, nontransferable, nonsub-licensable, royalty-free right to use the Massanutten IP for the Purpose described in this Agreement. Licensee warrants and represents to Massanutten that prior to entering into this Agreement, Licensee has communicated the entire Purpose to Massanutten and has received preliminary approval from Massanutten for the Purpose, pending Licensee’s agreement to the terms and conditions of this Agreement.
(3) Ownership of Massanutten IP. Licensee hereby acknowledges and agrees that Massanutten owns all right, title, and interest in and to the Massanutten IP and all related art, graphics, designs, copyrights, trademarks and other content. Any use of the Massanutten IP by Licensee, and all goodwill associated therewith, shall inure to the benefit of Massanutten. Licensee shall not, at any time, acquire any rights in the Massanutten IP by virtue of this Agreement or Licensee’s use of the Massanutten IP. Licensee agrees that it is prohibited from interfering with Massanutten’s rights in the Massanutten IP, including challenging Massanutten’s use, registration of, or application to register the Massanutten IP, alone or in combination with other words or designs, anywhere in the world. Licensee is further prohibited from attempting to register the Massanutten IP, or any confusingly similar mark or substantially similar photo, whether or not registered by Licensee, alone or in combination with other words or designs, as a U.S. or foreign trademark or copyright, and from asserting copyright or trademark rights in such Mark through Licensee’s use.
(4) Quality Control / Use of the Massanutten IP. Any use of the Massanutten IP by Licensee must be solely in accordance with the terms of this Agreement. Massanutten shall have the right, at all reasonable times, to inspect Licensee’s goods, services, and promotional activities employing the Massanutten IP to ensure that such use is of proper quality and otherwise consistent with this Agreement, and may terminate this Agreement should Massanutten determine in its sole discretion that the use is inconsistent with this Agreement. Such approval may be withheld in Massanutten’s sole discretion.
(5) Restrictions. At no time may any merchandise bearing the Massanutten IP be sold or disseminated without the express prior written approval of Massanutten. No trade name, trademark, service mark, copyrightable work, or other device or mark, denoting or identifying any third party or any third party’s product or service (other than Licensee’s) shall appear in proximity to the Massanutten IP if the proximity implies, or appears to imply, an affiliation with Massanutten. No composite logo using the Massanutten IP may be used. Licensee warrants that it shall not (a) use or display the Massanutten IP in connection with any depiction of violence, obscenity, drunkenness, alcohol or other substance abuse or other subject matters that are offensive, distasteful or unwholesome; nor shall it (b) use or display the Massanutten IP in an altered, modified, distorted or mutilated form. The Massanutten IP shall not be used in any way which, in Massanutten’s sole opinion, shall be detrimental to the goodwill, reputation and image of Massanutten, and shall not be used in any way which might jeopardize, tarnish or dilute the goodwill associated with the Massanutten IP or Massanutten’s exclusive ownership of the Massanutten IP. Massanutten grants no other right or license to the Massanutten IP or any other trademarks, logos, labels, designs, photographs, images or other intellectual property to Licensee except those expressly provided in this Agreement.
(6) Term and Termination. This Agreement shall terminate immediately upon completion of the Purpose or six (6) months from the date of Licensee’s acceptance of this Agreement, whichever is earlier. Licensee, however, may request a renewal of this Agreement for an additional term of six (6) months, subject to the express written consent of Massanutten. Upon termination of this Agreement, all rights of Licensee to use the Massanutten IP shall immediately terminate and Licensee shall immediately cease and desist all use of the Massanutten IP. Massanutten may terminate this Agreement upon notice to Licensee of Licensee’s violation of its terms.
(7) Indemnification. Licensee shall indemnify and hold Massanutten harmless from any claims, losses, damages, expenses (including, without limitation, reasonable fees and expenses of counsel) which Massanutten may suffer by reason of or arising out of (a) unfair or fraudulent advertising charges or claims; (b) any alleged defects or inherent dangers in Licensee’s products or services bearing the Massanutten IP or use thereof; (c) any negligent acts or omissions of Licensee, its employees and/or agents whether stemming from the use of the Massanutten IP or otherwise; or (d) breach of any term or condition of this Agreement by Licensee.
(8) Assignments and Sublicenses. This Agreement and the rights granted to Licensee under this Agreement shall not be assigned or sublicensed by Licensee, and any attempt by Licensee to assign any portion of this Agreement or to grant a sublicense shall be void.
(9) Governing Law. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Virginia without giving effect to the choice of law principles thereof.
(10) Authority. Licensee represents and warrants to Massanutten that (a) Licensee is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, organization or chartering; (b) Licensee has the full right, power and authority to enter into this Agreement; (c) the execution of this Agreement by its representative whose signature is set forth herein has been duly authorized by all necessary corporate action of the party; and (d) when executed and delivered by such party, this Agreement will constitute the legal, valid, and binding obligation of Licensee and Massanutten, enforceable against each party in accordance with its terms.
(11) E-Signature and Delivery. This Agreement may be executed by written or electronic signature. This Agreement may be executed by Licensee by delivering via mail, hand delivery, facsimile, portable document format via email, or other electronic means, a copy of the signature page of this Agreement duly executed by Licensee and such shall be deemed to be an originally executed copy of this Agreement.
By typing my name below, I indicate my acceptance of the terms and conditions of this Massanutten Resort Logo and Photo Usage Agreement on behalf of Licensee.