Brand Ambassador Terms and Conditions
The following additional terms and conditions shall apply to the License Agreement (the “Agreement”) entered into between you and Honeywell:
- Restrictions: Except with respect to subsidiaries of a Licensee, and except with the prior written consent of Honeywell which may be withheld in the exercise of its absolute discretion, the right and license granted to Licensee may not be assigned or transferred in any manner whatsoever, nor may Licensee grant any sublicense to any rights provided herein. Any purported assignment, transfer or sublicense will be null and void, and notwithstanding anything herein to the contrary, will result in the immediate termination of the Agreement, subject to Honeywell’s sole discretion.
- Representations and Warranties: Both parties hereby represent and warrant that each (a) has the right, power and authority to enter into the Agreement and to perform its obligations and grant such rights as set forth herein; (b) is under no obligation or restriction that does or would interfere or conflict with its obligations under the Agreement, nor will either assume any such obligations or restrictions during the term hereof; (c) the performance or use of the rights and obligations set forth in the Agreement by either party shall not infringe the rights of any third party in the United States or otherwise give rise to a claim of liability in the United States; and (d) the information provided in connection with the Agreement is true, correct and complete. No representation or warranty is provided by Licensee as to ownership or non-infringement by reason of use of the Licensee Logos outside of the United States.
- Indemnification: Each party shall indemnify, defend and hold the other and the other’s affiliates harmless from any and all liability, claims, actions, demands, losses or damages, injunctions, fines, penalties, judgments, costs, and expenses (including reasonable attorney fees) arising from any allegation (“Claim”) that use of the Licensee Logos or Honeywell Logos respectively, in accordance with the Agreement, infringes the rights of any third person. If either receives notice of any Claim, it shall report same to the other along with all details and information relating to the potential infringement. Licensee and Honeywell shall then consult and cooperate to decide what steps should be taken to address any Claim and how to address, conduct and control any action(s) taken in response to a Claim. Each shall join as a party in any such legal proceedings where necessary for the conduct thereof at its own cost and expense. Neither shall enter into an agreement to settle any Claim which may affect the other’s rights under the Agreement without that other party’s consent.
- Limitation of Liability: IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS, OR ANY OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING IN ANY WAY OUT OF THE AGREEMENT OR ANY MATERIALS PROVIDED HEREUNDER EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF, OR COULD HAVE FORESEEN, SUCH DAMAGES.
- Force Majeure: Both parties shall be released from their obligations hereunder and the Agreement shall terminate in the event that governmental regulations or other causes arising out of a state of national emergency or war or causes beyond the control of the parties render performance impossible, and one party so informs the other in writing of such causes and its desire to be so released.
- Notices: Any notice required or permitted by the Agreement shall be in writing and shall be deemed sufficient upon receipt by the other party, when delivered by certified or registered mail, return receipt requested, by commercial overnight delivery service, or by personal delivery to the address of such party as set forth above or to any subsequent address designated by either party, on notice to the other pursuant hereto, for the purpose of receiving notices under the Agreement.
- Governing Law: The Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws provisions thereof. The parties hereby submit to the exclusive jurisdiction of the federal and state courts located in New York, New York, and any action or suit under the Agreement must only be brought by the parties in any federal or state court in New York, New York with appropriate jurisdiction over the subject matter.
- Miscellaneous: The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all oral or written agreements and understandings made and entered into by the parties prior to the Effective Date hereof. No modification or alteration of the Agreement shall be effective unless made in writing and signed by both parties. The Agreement shall be binding upon and inure to the benefit of the parties, their respective heirs, personal representatives, successors and assigns. If any provision of the Agreement shall be held by a court of competent jurisdiction to be void or unenforceable, the remaining provisions shall remain in full force and effect. No waiver by either party of any breach of any provision of the Agreement shall constitute a waiver of any concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by the waiving party. The Agreement shall not be construed or deemed to create any partnership, joint venture, agency, franchise or other form of agreement or relationship between the parties other than as expressly set forth herein. The Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one binding instrument. Facsimile signatures shall suffice as originals. The Agreement will take effect upon signing of the Agreement and Schedule C and return of fully-signed copies of all pages to Honeywell.