Certified Design House License Agreement

By Clicking “I ACCEPT” you agree (1) that you are authorized to act on behalf of Company to enter into this Agreement and (2) Company agrees to the terms of this Trademark License Agreement (“Agreement”) between SDVoE Alliance, a Canada not-for-profit corporation having a place of business at Suite 202, 2250 Alfred Nobel, Saint-Laurent, Quebec Canada H4S2C9 (the “SDVoE Alliance”) and Company, having a place of business as set forth in the application materials provided to SDVoE Alliance  (“Company”) (SDVoE Alliance and Company are each referred to as a “Party” and, collectively, the SDVoE Alliance and Company are referred to as “the Parties”), is effective as of the date you click I ACCEPT (“Effective Date”).
WHEREAS SDVoE Alliance is a consortium of technology providers collaborating to standardize the adoption of Ethernet to transport AV signals in professional AV environments and to create an ecosystem around SDVoE technology allowing software to define AV applications;
WHEREAS SDVoE Alliance is the owner of the entire right, title, and interest in and to, including common law, state, and U.S. federal trademark and Canadian trademark rights in the  SDVoE CERTIFIED DESIGN HOUSE Mark; and
WHEREAS SDVoE Alliance had preliminarily determined that Company has satisfied the requirements to be a “Certified Design House” as set out by SDVoE Alliance and may participate in the “Certified Design House” Program.

NOW THEREFORE, for good and valuable consideration, the Parties agree as follows:

1. Permission.
   1. Subject to compliance with the terms of this Agreement, including but not limited to the requirements and obligations set out in Appendix A to this Agreement and the Usage Guidelines available here and as separately provided to Company, SDVoE Alliance grants Company a limited, non-transferable, non-exclusive, non-assignable, non-sublicensable royalty-free limited permission to use the SDVoE CERTIFIED DESIGN HOUSE Mark solely for the purpose of indicating involvement in the “Certified Design House” Program (“Permission”).
2. Termination.
   1. Either party may terminate this agreement with 10 days written notice to the other party.
   2. SDVoE Alliance may in its sole discretion to terminate this Agreement immediately upon written notice to Company for any reason, including but not limited to Company’s failure to comply with any term of this Agreement, attachments thereto or incorporated herein, or other basis that SDVoE Alliance may have.
   3. On termination of this Agreement for any reason and subject to any express provisions set out elsewhere in this Agreement (a)all Permissions, rights, and licenses granted pursuant to this Agreement shall cease; (b) Company shall cease all use of the SDVoE CERTIFIED DESIGN HOUSE Mark or any confusingly similar mark; and (c) Company shall promptly return to SDVoE Alliance, or, at SDVoE Alliance’s option, destroy, at Company expense, all records and copies of technical and promotional material in its possession bearing the SDVoE CERTIFIED DESIGN HOUSE Mark.
   4. Any rights or obligations of the Parties in this Agreement which, by their nature, should survive termination of this Agreement will survive any such termination.
3. Intellectual Property Rights. 
   1. Company recognizes that SDVoE Alliance is the owner of all right, title, and interest in and to the SDVoE CERTIFIED DESIGN HOUSE Mark, and that all goodwill and reputation generated by Company use of the SDVoE CERTIFIED DESIGN HOUSE Mark pursuant to this Agreement shall inure to the exclusive benefit of SDVoE Alliance.
   2. Company agrees to cooperate with SDVoE Alliance, at SDVoE Alliance’s expense, to the extent required and as requested by SDVoE Alliance to enable SDVoE Alliance to secure or maintain any desired registration of the SDVoE CERTIFIED DESIGN HOUSE Mark or any SDVoE ALLIANCE Mark.
   3. Company shall not use any language or display the SDVoE CERTIFIED DESIGN HOUSE Mark in such a way as to create the impression that the SDVoE CERTIFIED DESIGN HOUSE Mark are the property of Company.
   4. Company expressly waives any and all claims to any rights to or in the SDVoE CERTIFIED DESIGN HOUSE Mark, whether of trademark, trade name, copyright, or otherwise, beyond the limited Permission to use the SDVoE CERTIFIED DESIGN HOUSE Mark granted in this Agreement.
   5. Company shall have no right to use the SDVoE CERTIFIED DESIGN HOUSE Mark other than as set forth in Appendix A to this Agreement or that SDVoE Alliance may expressly agree to in advance in writing..
   6. Company may not modify or alter the SDVoE CERTIFIED DESIGN HOUSE Mark absent the prior written consent of SDVoE Alliance.
   7. Company shall not contest, dispute, challenge, oppose or seek to cancel SDVoE Alliance’s right, title, and interest in and to the SDVoE CERTIFIED DESIGN HOUSE mark.  Company shall not prosecute any application for registration of the SDVoE CERTIFIED DESIGN HOUSE Mark or any mark confusingly similar thereto or seek to register the SDVoE CERTIFIED DESIGN HOUSE Mark or any mark confusingly similar thereto as a domain name or part of any domain name.  Company acknowledges that Company shall not acquire any right, title, or interest in the SDVoE CERTIFIED DESIGN HOUSE Mark by virtue of this Agreement other than the License granted hereunder, and disclaims any such right, title, interest, or ownership.  Company shall not by any act or omission use the SDVoE CERTIFIED DESIGN HOUSE Mark in any manner that disparages or reflects adversely on SDVoE Alliance or its business or reputation. Company shall not take any action that would interfere with or prejudice SDVoE Alliance’s ownership, registration, or validity of the SDVoE CERTIFIED DESIGN HOUSE Mark or the validity of the License granted by this Agreement.
   8. SDVoE Alliance shall have the exclusive right, but not the obligation, to prosecute, defend and/or settle in its sole discretion, all actions, proceedings, and claims involving any third-party infringement or third-party claim related to the SDVoE CERTIFIED DESIGN HOUSE Mark, and to take any other action that it deems necessary or proper for the protection and preservation of its rights in the SDVoE CERTIFIED DESIGN HOUSE Mark.  Company shall cooperate with SDVoE Alliance, at SDVoE Alliance’s expense, in the prosecution, defense, or settlement of such actions, proceedings, or claims.
4. Indemnification.
   1. Company shall indemnify, reimburse, hold harmless and defend SDVoE Alliance, its affiliates and their respective directors, officers, agents, and employees, at Company’s sole cost, against any and all any losses, liability, damages, costs or expenses (including reasonable attorneys’ fees) in connection with claims, demands, proceedings or suits brought or made against  SDVoE Alliance or any of its affiliates by a third party arising from or relating to: (i) any breach of  covenants and undertakings hereunder; (ii) any unauthorized use of the SDVoE CERTIFIED DESIGN HOUSE Mark by Company or its contractors, vendors, or customers; (iii) Company non-compliance with any applicable federal, state or local laws or with any other applicable regulations; (iv) any product liability, any alleged defect in materials or workmanship, alleged inherent dangers (whether obvious or hidden) in the any Company product or service or the use thereof; or (v) Company development, advertising, promotion, marketing, distribution, manufacture and/or sale of any Company product or service.
   2. Company acknowledges that it will have no claim against SDVoE Alliance for indemnification of any damages or other losses that it may incur as a result of any allegations or claims of patent, trademark, copyright, or other infringements brought against Company by any third- party arising out of the use of the SDVoE CERTIFIED DESIGN HOUSE Mark by Company.
5. Representations and Warranties; Limitation of Liability.
   1. Company  represents and warrants that (a) it is a an entity in good standing in the location of its registration; (b) it currently has and will maintain for the term of this Agreement, insurance coverage as set forth herein; (c) it will comply with all relevant laws, statutes, and regulations in performing its obligations under this Agreement; (d) it has the right and ability to enter into and to otherwise comply with the terms of this Agreement and this Agreement does not create any conflict with any other agreement entered into by it; and (e) each Product will conform to specifications identified in Appendix A to this Agreement.
   2. Company acknowledges that Company accepts this license on an “as is” basis.  Company acknowledges that SDVoE Alliance makes no explicit or implicit representation or warranty as to the registrability, validity, or enforceability of the SDVoE CERTIFIED DESIGN HOUSE Mark, or as to Company ability to use the SDVoE CERTIFIED DESIGN HOUSE Mark without infringing or otherwise violating the rights of others, and the SDVoE Alliance has no obligation to indemnify Company with respect to any claims arising from Company use of the SDVoE CERTIFIED DESIGN HOUSE Mark. SDVOE ALLIANCE HEREBY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
   3. To the fullest extent permitted by law, SDVoE Alliance shall not be liable to Company for any consequential, incidental, indirect, exemplary, special, or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damage was foreseeable and whether or not the other Party has been advised of the possibility of such damages. SDVOE ALLIANCE’S CUMULATIVE AGGREGATE LIABILITY TO Company OR ANY VENDOR OR CUSTOMER OF Company UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO FIVE HUNDRED U.S. DOLLARS ($500). THere are no third-party beneficiaries under this agreement.
   4. In exercising its rights under this Agreement, Company shall comply with, and shall ensure that each product or service developed, advertised, promoted, marketed, distributed, manufactured and/or licensed or otherwise supplied by Company complies with all applicable laws. Company shall upon request provide SDVoE Alliance with copies of all communications with any governmental, regulatory or industry authority relating to any product or service marketed or distributed by Company.
6. Assignment.
   1. Company shall not sublicense, assign, or otherwise transfer this Agreement or the license granted pursuant to the Agreement without the prior express written consent of SDVoE Alliance.
   2. SDVoE Alliance may freely assign or otherwise transfer all or any of its rights or delegate or otherwise transfer all or any of its obligations or performance under this Agreement without the consent of Company.
   3. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
   4. Any assignment or transfer in violation of this Section 6 shall be void.
7. General Provisions.
   1. Notices.  All notices and other communications shall be in writing and may be delivered (i) by United States Mail, postage prepaid for certified or registered mail, return receipt requested, with the date of notice being the date of the postmark on the return receipt, (ii) by e-mail, with confirmation of sending of the e-mail and a copy of the e-mail deposited on the same day in the United States Mail for notices to SDVoE Alliance and by e-mail to Company, with the date of notice being the date of the e-mail, (iii) by nationally recognized delivery service such as Federal Express, with the date of notice being the date of delivery as shown on the confirmation provided by the delivery service. Notices shall be addressed to the following addresses, or such other address as one Party shall provide the other Party in writing:For SDVoE Alliance:Semtech Corporation
      Attn: Legal Department
      200 Flynn Road
      Camarillo, CA 93012With a copy to:William J. Sauers
      King & Spalding, LLP
      1700 Pennsylvania Ave., NW
      Washington, DC  20006
      wsauers@kslaw.com
   2. Relationships.  Nothing in this Agreement shall be construed as creating a joint venture, partnership, agency, or employment relationship between the Parties hereto. Except as specified herein, neither Party shall have the right, power, or implied authority to create any obligation or duty, express or implied, on behalf of the other Party hereto.
   3. Severability.  If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the Parties.
   4. Integration.  This Agreement expresses the complete understanding of the Parties with respect to the subject matter contained herein and supersedes any and all prior proposals, agreements, representations, and understandings.  This Agreement may not be amended except in a writing signed by both Parties.
   5. Waiver.  The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
   6. Injunctive Relief.  Any improper use of the SDVoE CERTIFIED DESIGN HOUSE Mark or breach of the terms of this Agreement by Company may cause SDVoE Alliance irreparable harm, the amount of which may be difficult to ascertain, and therefore Company agrees that SDVoE Alliance shall have the right to apply to a court of competent jurisdiction for an order enjoining any such further improper use or breach and for such other relief as SDVoE Alliance deems appropriate. This right of SDVoE Alliance is to be in addition to the remedies otherwise available to SDVoE Alliance.
   7. Governing Law.  This Agreement shall be governed in accordance with the laws of the State of California without regard to rules regarding conflicts of law that may be applicable.
   8. Jurisdiction.  The Parties consent to the exclusive jurisdiction and venue of the federal and state courts located in Ventura County, California in any action arising out of or relating to this Agreement.  The Parties waive any other venue to which either Party might be entitled by domicile or otherwise.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS AND UNDERSTAND THESE TERMS AND CONDITIONS.  YOU FURTHER ACKNOWLEDGE THAT THESE TERMS AND CONDITION TOGETHER WITH THE GUIDELINES FOR USE REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.