This Brand Asset License (“License”) describes various Brand Asset Requirements (“Requirements”) that are applicable to the use of HerdAffiliate’s trademarks, logos, slogans, taglines, designs, and other source identifiers (“Brand Assets”).
- Partner. If you participate in one of HerdAffiliate’s partner programs and have a fully executed agreement with HerdAffiliate (“Partner Program Agreement”), then subject to your compliance with these Requirements and the applicable Partner Program Agreement, you have a non-exclusive, non-transferable, non-sublicensable, royalty-free, limited license to use the Brand Assets as described below. If there is any conflict between the terms of this Brand Asset License and the terms of your Partner Program Agreement, the terms of the Partner Program Agreement will control.
- Developer. If you do not have a Partner Program Agreement, but are developing or supporting an integration with HerdAffiliate services subject to the Developer Terms & Conditions, then subject to your compliance with these Requirements you may use the Brand Assets identified in the Brand Asset Guidelines to identify HerdAffiliate and the nature of the integration between your product, platform or service and HerdAffiliate products and services.
- Other – Brand Asset Request. If you wish to use Brand Assets and are not otherwise permitted to do so (e.g. sections 1 and 2 are not applicable to you), you may submit a Brand Asset Request. By submitting a Brand Asset Request, you agree to comply with these Requirements. If HerdAffiliate approves your request in writing and you comply with these Requirements, you have a non-exclusive, non-transferable, non-sublicensable, royalty-free, limited license to use the Brand Assets that Viralpostr approves for the duration and purpose(s) that HerdAffiliate approves.
Terms & Conditions Applicable to All Licensees
- You shall use only those Brand Assets that HerdAffiliate approves for your use, but if HerdAffiliate provides no specific approval you may use the Brand Assets provided in the Brand Usage Guidelines.
- You shall not use or display Brand Assets: (a) in a manner that is misleading, defamatory, libelous, obscene, infringing or otherwise objectionable; (b) in connection with any material that infringes the rights of any third party, including without limitation intellectual property rights; or (c) as part of a name of a product or service of a company other than Viralpostr.
- You acknowledge and agree that Viralpostr (a) has complete discretion to evaluate use of Brand Assets and to determine whether a particular use complies with these Requirements and that Viralpostr; (i) may require review and pre-approval of any use of Brand Assets; and (ii) may inspect, at any time, the use of Brand Assets and any integration they are associated with.
- You shall ensure that your use of Brand Assets: (a) is accompanied by a notice that clearly indicates that the Brand Assets are trademarks or distinctive brand features of HerdAffiliate, Inc.; (b) complies with HerdAffiliate’s Brand Usage Guidelines; and (c) does not dilute, tarnish, degrade, disparage or reflect poorly on HerdAffiliate or its products and services.
- HerdAffiliate may, at any time and in its sole discretion, terminate or modify your permission to use the Brand Assets and take action against any use that: (a) does not conform with these Requirements; (b) infringes any HerdAffiliate right(s), including intellectual property rights; or (c) violates applicable law.
- HerdAffiliate reserves all rights not expressly granted herein. All use of the Brand Assets will inure to the benefit of HerdAffiliate.
- During the term of your license, you: (a) shall not challenge or assist others in a challenge to the Brand Assets (except to the extent such restriction is prohibited by applicable law); and (b) agree not to register or attempt to register any domain names, trademarks, trade names, or other distinctive brand features that are confusingly similar to the Brand Assets.
- YOU UNDERSTAND THAT THE BRAND ASSETS ARE PROVIDED “AS IS” AND HerdAffiliate DISCLAIMS ANY WARRANTIES EITHER EXPRESSED OR IMPLIED BY LAW REGARDING THE BRAND ASSETS, INCLUDING WARRANTIES OF NON INFRINGEMENT. IN NO EVENT SHALL HerdAffiliate BE LIABLE TO YOU FOR ITS LICENSE OR YOUR USE OF THE BRAND ASSETS UNDER ANY THEORY OF LIABILITY INCLUDING FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES. THIS LIMITATION SHALL APPLY EVEN IF HerdAffiliate WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
- You may not assign your rights or delegate your obligations under this License without HerdAffiliate’s prior written consent. Any attempt to assign without HerdAffiliate’s consent is void. This License is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. This License will be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles. The venue for any dispute or claim arising out of or in connection with this License shall be in New York, New York. The parties are independent contractors. Neither party shall be deemed, by virtue of this License, to be an employee, agent, partner or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other. The waiver by HerdAffiliate of a breach of any provision hereof shall not be taken or held to be a waiver of the provision itself. If any provision of this License is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this License shall remain in full force and effect.