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Terms and Agreement
Terms & Agreement
TRADEMARK LICENSE - Security Benefit Logos
By downloading the logo, service mark, trademark or other asset (the “Licensed Mark”) provided via this digital asset management solution, you agree to these Trademark License Agreement (the “Agreement”) terms. This Agreement is entered into by and between Security Benefit Corporation (hereinafter referred to as the “Licensor”) and you, either an individual or an entity (hereinafter referred to as the “Licensee”) (each also being referred to as a “Party” and collectively as the “Parties”) and shall be effective from the date you download the Licensed Mark from the digital asset management solution (“Effective Date”). This Agreement may be extended to any affiliate of Licensor, under the terms and conditions of this Agreement.
In consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.
1. Grant. Subject to the terms and conditions set forth herein, Licensor hereby grants to Licensee, which Licensee hereby accepts, a royalty free, limited, nonexclusive, non-transferable license (without the right to sublicense) to use the Licensed Mark solely in connection with providing agreed upon services or advertising campaigns to Licensor and/or its affiliates, Licensor’s approved charitable promotions, or allowing a connection to Licensor’s website at www.securitybenefit.com (the “Purpose”).
2. Conditions of Use. Licensee shall use the identification symbols for the Licensed Mark as set forth in the digital asset management solution, and shall comply with Licensor’s rules of use provided by Licensor from time to time. Licensee may not alter or modify the Licensed Mark, or combine the Licensed Mark with any other mark, device, logo or other element. Licensee's rights to use the Licensed Mark are limited to the Purpose and are valid only in conjunction with the Purpose. Licensee shall not use or allow others to use the Licensed Mark in any way which would tend to disparage Licensor or its products, allow it to mislead the public, or be materially detrimental to or inconsistent with the good name or goodwill of Licensor or its products. Licensee agrees that Licensor may take all reasonable steps necessary to monitor Licensee's use of the Licensed Mark to accomplish the Purpose.
3. Reservation of Rights. Except as expressly granted in this Agreement, Licensee shall have no rights of any kind in the Licensed Mark. Under no circumstances will anything in this Agreement be construed as granting, by implication, estoppel or otherwise, a license to any of Licensor’s intellectual property other than the use of the Licensed Mark in accordance with the terms of this Agreement. Licensee acknowledges that the Licensed Mark is the sole property of Licensor, and this Agreement only grants Licensee a limited right to the Licensed Mark under the terms and conditions of this Agreement. All rights and goodwill that might be acquired or developed by Licensee’s use of the Licensed Mark will inure to the benefit of Licensor.
4. Term and Termination. The term of this Agreement commenced on the Effective Date and will continue until terminated under this Section. Either Party may terminate this Agreement at any time for any reason by providing written notice to the other Party at least 30 days prior to the effective date of termination. Licensor may terminate this Agreement immediately in the event it determines that Licensee has misused the Licensed Mark. This Agreement will terminate automatically upon expiration or earlier termination of the Purpose. Upon termination of this Agreement for any reason, all rights and licenses granted under this Agreement shall terminate, and Licensee shall immediately cease all use of the Licensed Mark.
5. Indemnification. Licensor will defend at its expense or settle any third-Party claim against Licensee alleging that the Licensed Mark infringes the valid and enforceable intellectual property rights of a third Party in the United States. Licensor will pay the costs to defend the infringement claim, Licensor–negotiated settlement amounts, and damages finally awarded by a court of competent jurisdiction. Licensor has no obligation for any claim of infringement arising from, and Licensee shall indemnify Licensor against any third-Party claim arising from Licensee's non-compliance with this Agreement, or use of the Licensed Mark for any purpose other than the Purpose. This section states Licensor's entire liability for claims of intellectual property infringement.
6. Exclusion of Consequential and Other Indirect Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSOR WILL NOT BE LIABLE TO LICENSEE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Miscellaneous.
7.1 Assignment. Licensee shall not assign or sublicense its rights or delegate its obligations under this Agreement without the prior written consent of Licensor.
7.2 Independent Contractors. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party has authority to contract for or bind the other Party in any manner whatsoever.
7.3 Notices. Any notice required or permitted to be given under this Agreement may be sent by email to Licensee at the email address provided when signing in to the digital asset management solution and may be provided to Licensor by nationally recognized express courier at the address provided below. Notices are effective upon receipt. A Party may change its notice address under this section.
Security Benefit Corporation
One Security Benefit Place
Topeka, KS 66636-0001
Attn: Lindsay Baker
Phone: (785) 438-3000
with copy to:
Security Benefit Corporation
One Security Benefit Place
Topeka, KS 66636-0001
Attn: General Counsel
Phone: (785) 438-3000
7.4 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
7.5 Binding Agreement. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
7.6 Amendment and Modification; Waiver. Any amendment or waiver of the terms of this Agreement will only be binding if made in writing and signed by both Parties.
7.7 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent permitted under applicable law.
7.8 Governing Law; Submission to Jurisdiction. This Agreement will be construed under and governed by the laws of the State of Kansas, without regard to Kansas’ conflicts or choice of laws principles. Each Party agrees to submit to the exclusive jurisdiction of, and that venue is proper in, the courts of the State of Kansas, County of Shawnee, or, if it has or can acquire jurisdiction, in the United States District Court for the District of Kansas, for any action or proceeding brought to resolve a dispute or otherwise arising out of or relating to this Agreement.
7.9 Waiver of Jury Trial. The Parties agree to waive the right to a jury trial in respect of any claim, suit, action, or proceeding arising out of or relating to this Agreement
7.10 Equitable Relief. Licensee acknowledges that a breach by Licensee of this Agreement may cause Licensor irreparable harm, for which an award of damages would not be adequate compensation and agrees that, in the event of such a breach or threatened breach, Licensor will be entitled to equitable relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific performance, and any other relief that may be available from any court, and Licensee hereby waives any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such relief. These remedies will not be deemed to be exclusive but are in addition to all other remedies available under this Agreement or law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.
TRADEMARK LICENSE - Security Benefit Logos
By downloading the logo, service mark, trademark or other asset (the “Licensed Mark”) provided via this digital asset management solution, you agree to these Trademark License Agreement (the “Agreement”) terms. This Agreement is entered into by and between Security Benefit Corporation (hereinafter referred to as the “Licensor”) and you, either an individual or an entity (hereinafter referred to as the “Licensee”) (each also being referred to as a “Party” and collectively as the “Parties”) and shall be effective from the date you download the Licensed Mark from the digital asset management solution (“Effective Date”). This Agreement may be extended to any affiliate of Licensor, under the terms and conditions of this Agreement.
In consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.
1. Grant. Subject to the terms and conditions set forth herein, Licensor hereby grants to Licensee, which Licensee hereby accepts, a royalty free, limited, nonexclusive, non-transferable license (without the right to sublicense) to use the Licensed Mark solely in connection with providing agreed upon services or advertising campaigns to Licensor and/or its affiliates, Licensor’s approved charitable promotions, or allowing a connection to Licensor’s website at www.securitybenefit.com (the “Purpose”).
2. Conditions of Use. Licensee shall use the identification symbols for the Licensed Mark as set forth in the digital asset management solution, and shall comply with Licensor’s rules of use provided by Licensor from time to time. Licensee may not alter or modify the Licensed Mark, or combine the Licensed Mark with any other mark, device, logo or other element. Licensee's rights to use the Licensed Mark are limited to the Purpose and are valid only in conjunction with the Purpose. Licensee shall not use or allow others to use the Licensed Mark in any way which would tend to disparage Licensor or its products, allow it to mislead the public, or be materially detrimental to or inconsistent with the good name or goodwill of Licensor or its products. Licensee agrees that Licensor may take all reasonable steps necessary to monitor Licensee's use of the Licensed Mark to accomplish the Purpose.
3. Reservation of Rights. Except as expressly granted in this Agreement, Licensee shall have no rights of any kind in the Licensed Mark. Under no circumstances will anything in this Agreement be construed as granting, by implication, estoppel or otherwise, a license to any of Licensor’s intellectual property other than the use of the Licensed Mark in accordance with the terms of this Agreement. Licensee acknowledges that the Licensed Mark is the sole property of Licensor, and this Agreement only grants Licensee a limited right to the Licensed Mark under the terms and conditions of this Agreement. All rights and goodwill that might be acquired or developed by Licensee’s use of the Licensed Mark will inure to the benefit of Licensor.
4. Term and Termination. The term of this Agreement commenced on the Effective Date and will continue until terminated under this Section. Either Party may terminate this Agreement at any time for any reason by providing written notice to the other Party at least 30 days prior to the effective date of termination. Licensor may terminate this Agreement immediately in the event it determines that Licensee has misused the Licensed Mark. This Agreement will terminate automatically upon expiration or earlier termination of the Purpose. Upon termination of this Agreement for any reason, all rights and licenses granted under this Agreement shall terminate, and Licensee shall immediately cease all use of the Licensed Mark.
5. Indemnification. Licensor will defend at its expense or settle any third-Party claim against Licensee alleging that the Licensed Mark infringes the valid and enforceable intellectual property rights of a third Party in the United States. Licensor will pay the costs to defend the infringement claim, Licensor–negotiated settlement amounts, and damages finally awarded by a court of competent jurisdiction. Licensor has no obligation for any claim of infringement arising from, and Licensee shall indemnify Licensor against any third-Party claim arising from Licensee's non-compliance with this Agreement, or use of the Licensed Mark for any purpose other than the Purpose. This section states Licensor's entire liability for claims of intellectual property infringement.
6. Exclusion of Consequential and Other Indirect Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSOR WILL NOT BE LIABLE TO LICENSEE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Miscellaneous.
7.1 Assignment. Licensee shall not assign or sublicense its rights or delegate its obligations under this Agreement without the prior written consent of Licensor.
7.2 Independent Contractors. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party has authority to contract for or bind the other Party in any manner whatsoever.
7.3 Notices. Any notice required or permitted to be given under this Agreement may be sent by email to Licensee at the email address provided when signing in to the digital asset management solution and may be provided to Licensor by nationally recognized express courier at the address provided below. Notices are effective upon receipt. A Party may change its notice address under this section.
Security Benefit Corporation
One Security Benefit Place
Topeka, KS 66636-0001
Attn: Lindsay Baker
Phone: (785) 438-3000
with copy to:
Security Benefit Corporation
One Security Benefit Place
Topeka, KS 66636-0001
Attn: General Counsel
Phone: (785) 438-3000
7.4 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
7.5 Binding Agreement. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
7.6 Amendment and Modification; Waiver. Any amendment or waiver of the terms of this Agreement will only be binding if made in writing and signed by both Parties.
7.7 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent permitted under applicable law.
7.8 Governing Law; Submission to Jurisdiction. This Agreement will be construed under and governed by the laws of the State of Kansas, without regard to Kansas’ conflicts or choice of laws principles. Each Party agrees to submit to the exclusive jurisdiction of, and that venue is proper in, the courts of the State of Kansas, County of Shawnee, or, if it has or can acquire jurisdiction, in the United States District Court for the District of Kansas, for any action or proceeding brought to resolve a dispute or otherwise arising out of or relating to this Agreement.
7.9 Waiver of Jury Trial. The Parties agree to waive the right to a jury trial in respect of any claim, suit, action, or proceeding arising out of or relating to this Agreement
7.10 Equitable Relief. Licensee acknowledges that a breach by Licensee of this Agreement may cause Licensor irreparable harm, for which an award of damages would not be adequate compensation and agrees that, in the event of such a breach or threatened breach, Licensor will be entitled to equitable relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific performance, and any other relief that may be available from any court, and Licensee hereby waives any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such relief. These remedies will not be deemed to be exclusive but are in addition to all other remedies available under this Agreement or law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.
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