D6 License Agreement
Thank you for your interest in Randall House’s D6 program (the “Program”). D6 derives its name from Deuteronomy 6, specifically, versus five through seven, to underscore the Program’s primary objective of churches partnering with families to transfer their faith and life values to their kids. D6 is way of life that can be taught through materials and helps provided by Randall House that are rooted in D6 (Deuteronomy 6:5-7) in the form of devotional magazines, small group bible studies, Splink (free email resource for parents), books, conferences, and training (“Materials”).
In order to be sure that everyone encountering the D6 mark and the Program can be confident in the quality of the materials and information they receive, we require all organizations that desire to use the D6 marks to agree to this license agreement (“Agreement”).
The D6 Marks. You may use the D6 trademarks and service marks (“D6 Marks”) to identify your participation in the Program and the Materials that you offer. By using the D6 Marks, you are able to let others know that your organization is a part of a large, collective effort focused on bringing ministry into the home, and that the materials you provide have been developed with thoughtful care. The current list of D6 Marks will be obtainable when agreement is returned, which may change from time to time, as may the Materials included in the Program.
License.
Subject to the terms hereof, Randall House grants you a limited, non-exclusive, non-transferrable license, during the Term of this Agreement, to use, reproduce, distribute and publicly display the D6 Marks solely in connection with the Program. You may not assign this license to any third party without the prior written consent of Randall House.
By entering into this Agreement and by using the D6 Marks, you agree that no title to, or ownership of, the D6 Marks, the Materials or any related intellectual property is transferred under this Agreement. Neither you nor any person claiming by or through you or on your behalf will assert any rights in the D6 Marks, or will challenge the validity of the D6 Marks or Randall House’s exclusive ownership thereof. You agree to not adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the D6 Marks. The provisions of this paragraph shall survive expiration and/or termination of this Agreement.
The license is granted subject to your agreement to make Splink available to the parents in your organization for use with their children, with a goal of no less than twenty-five percent (25%) of all parents subscribing to Splink. During each year of this Agreement, you also agree to receive and make available for review by the appropriate individual or committee in your organization certain promotional materials concerning the Program (e.g., a DVD discussing the philosophy and Materials available), it being understood that no purchase will be required and any promotional material will be sent to you free of charge.
Use of the D6 Marks.
You may use the D6 Marks in connection with advertisements, promotions and other material directly related to the Materials that you offer and to the Program generally, provided that such use must be in strict accordance with Randall House’s style guidelines, which will be provided at web address when agreement is returned. You may also use the D6 Marks on your organization’s website, letterhead, within bulletins or programs, in power point presentations or general promotional pieces for your organization, provided that any such use shall be for the sole purpose of informing your congregation and/or organization membership of your participation in the D6 Program. You shall place a ® or TM or SM (as appropriate) with all uses and/or applications of the D6 Marks and as requested by Randall House.
You shall not use the D6 Marks on social networking sites or similar websites that are not owned or controlled by your organization (e.g., Facebook, MySpace, Twitter, blog posts, etc.). Further, the D6 Marks shall not be used to promote any third-party materials not supplied through the Program, or in any other way that may lead others to conclude that those materials are a part of the Program, provided that the foregoing shall not preclude you from promoting Program Materials and third-party materials in the same communication.
You agree that you will not remove or alter any D6 Marks from any Materials or distribute Materials that do not contain the D6 Marks unless approved in advance in writing by Randall House.
In the event that any use of a Mark or any Materials authorized hereunder infringes (or in Randall House’s opinion is likely to infringe) the rights of a third party, Randall House shall notify you, and then, after consultation with you, either: (i) procure the right for you to continue using such Mark or Material; (ii) replace such Mark or Material with a noninfringing equivalent; or (iii) modify such Mark or Material to make it noninfringing. If, after undertaking all commercially reasonable efforts to accomplish the above, Randall House determines that it cannot reasonably accomplish either (i), (ii), or (iii), you shall be entitled to terminate this Agreement. Without limiting any of the foregoing, Randall House shall have no liability to you arising from your continued use of the infringing or potentially infringing Mark or Material after receiving the aforementioned notice from Randall House.
Term and Termination.
The term of this Agreement shall commence as of your execution hereof and shall continue for an initial term of one (1) year and shall automatically renew for successive one (1) year periods (each a “Contract Period”) until terminated by either party pursuant to the terms hereof (“Term”). Either party may terminate this Agreement for convenience upon thirty (30) days’ advance written notice. Without limiting the foregoing, if at the end of any Contract Period none of the parents in your organization are subscribing to Splink and/or you are not using any Materials in the Program, this Agreement shall terminate automatically at the end of such Contract Period.
Upon termination of this Agreement for any reason, you shall immediately discontinue use of the D6 Marks and Materials. Additionally, you shall promptly return to Randall House (or upon request, certify the destruction of) all Materials and other documents and copies thereof containing the D6 Marks and/or any other Randall House intellectual property.
Warranties.
Randall House warrants and represents that it has the power, right and authority to enter into this Agreement, to carry out its obligations under this Agreement, and to grant the rights expressly granted herein.
You warrant and represent that you have the power, right and authority to enter into this Agreement on behalf of your organization, to carry out the obligations of the organization under this Agreement, and to grant the rights expressly granted herein.
ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, NOT EXPRESSLY GRANTED HEREIN ARE EXPRESSLY DISCLAIMED BY THE PARTIES. WITHOUT LIMITING THE FOREGOING, DISCLAIMED WARRANTIES INCLUDE ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY REPRESENTATIONS OR WARRANTIES CONCERNING RESULTS OBTAINED FROM YOU, YOUR MEMBERS AND/OR CONGREGATION OR OTHERS IN CONNECTION WITH THE USE OF THE PROGRAM AND ANY REPRESENTATION OR WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR COURSE OF PERFORMANCE. RANDALL HOUSE DOES NOT WARRANT THAT THE PROGRAM OR MATERIALS OR ANY PART THEREOF WILL BE ERROR-FREE. NO ORAL OR WRITTEN INFORMATION WILL CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT UNLESS MEMORIALIZED IN A WRITING SIGNED BY RANDALL HOUSE EXPRESSLY GRANTING SUCH WARRANTY.
Indemnification. Each party agrees to indemnify, defend and hold harmless the other, its officers, directors, employees, successors and assigns from and against any and all third party claims, causes of actions, losses, damages, liabilities, costs and expenses, including costs of settlements and reasonable attorneys’ fees, incurred by or asserted against the party seeking indemnification or any other indemnified party hereunder arising from: (i) breach of any term or provision of this Agreement by the offending party or its agents, officers, servants, or employees (including without limitation your use of the D6 Marks, Materials or any part of the Program which is in any way inconsistent with the terms of this Agreement); or (ii) acts or omissions with respect to any soliciting, sales, servicing or other activities covered by this Agreement by the offending party or its agents, officers, servants, or employees. Notwithstanding the foregoing, Randall House shall have no obligation to indemnify you against any claims arising from the alleged infringement of the D6 Marks or Materials that arise from your continued use of such D6 Marks or Materials following Randall House’s notice in accordance with Section REF _Ref225752297 \w \h \* MERGEFORMAT 3(d), above. Each party agrees, as a condition to such indemnification, to notify the offending party promptly of any such claim. The indemnified party shall control the defense of any such claim, provided that it shall not settle or otherwise compromise any claim without the prior, written approval of the indemnifying party, which consent shall not be unreasonably withheld or delayed. The indemnifying party may participate in the defense of any claim at its sole expense.
Dispute Resolution.
Any claim, dispute or controversy (whether in contract, tort, or otherwise, whether pre-existing, present or future, and including statutory, common law, intentional tort and equitable claims) against either party and their respective agents, employees, successors, assigns, subsidiaries or affiliates arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), your and Randall House’s advertising, or any related purchase shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Rules then in effect. The arbitration will be conducted before a single arbitrator, and will be limited solely to the dispute or controversy between you and Randall House. The arbitration shall be held in a mutually agreed upon location in person, by telephone or online. Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction, it being agreed by the parties that the arbitrator shall not be permitted to award special, incidental, consequential, exemplary, punitive or indirect damages of any kind, provided, however, that the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs in connection with the arbitration and in the enforcement of the arbitrator’s award.
Disputes relating to use of the D6 Marks, a violation of which would cause Randall House irreparable harm for which damages would be inadequate, shall be exempt from the dispute resolution processes described in this Section. Randall House reserves the right, in connection with such disputes, at any time and in its discretion, to seek injunctive or other judicial relief in a court of competent jurisdiction, without the necessity of posting a bond, and to recover its reasonable attorney’s fees.
Miscellaneous.
Notices. All notices under this Agreement shall be in writing and shall be considered given if sent by overnight carrier providing delivery confirmation, by certified mail, return receipt requested or delivered by hand to the last known address of the party. A courtesy copy of any notice to Randall House shall be sent to: Lassiter, Tidwell, Davis, Keller & Hogan, PLLC, 150 Fourth Avenue North, Suite 1850, Nashville, Tennessee 37219, Attn: Thomas David Ruth, Esq.
Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Tennessee without giving effect to principles of conflict of laws. The parties consent to jurisdiction in any court located in Davidson County, Tennessee.
Assignments. You shall not assign (voluntarily, by operation of law or otherwise) this Agreement or any right, interest or benefit under this Agreement without the prior written consent of Randall House; provided that any assignment by you pursuant to any merger, stock sale, acquisition of substantially all of your assets or other corporate reorganization will not require such consent. Randall House may assign this Agreement, in whole or in part, at any time and to any party. Subject to the foregoing, this Agreement shall be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
Relationship of Parties. You and Randall House are independent contractors and nothing herein shall be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon either party. The parties shall not have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind the other party.
Waiver. The failure of either party to insist upon or enforce strict performance by the other party of any provisions of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver in that or any other instance.
Entire Agreement. This Agreement and any Schedules attached hereto constitute the entire agreement between the parties and supersede any and all prior understandings or agreements between the parties as to the subject matter of this Agreement. Any changes or amendments to this Agreement must be in writing and signed by both parties.
Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision which most closely approximates the intent and economic effect of the invalid provision. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section, or in any way affect this Agreement.
Counterparts. This Agreement may be executed in counterparts and by facsimile, or by means of “click-through” license, each of which when executed and delivered shall constitute an original, but all of which together shall constitute one and the same document.
