Intel® Smart Display Module (Intel® SDM) - Trademark License Agreement
This Intel® Smart Display Module (Intel® SDM) - Trademark License Agreement ("Agreement") is an agreement between Intel Corporation (“Intel”) and you (“You,” “Licensee” or “Company” identified below) that governs your use of the Licensed Marks (defined below). You may not use the Licensed Marks unless and until You have accepted and acknowledged the terms below. Any unauthorized use of the Licensed Marks constitutes infringement of Intel’s exclusive trademark rights. Once you have accepted the Agreement, Intel will send you a link to the Licensed Marks.
Intel and Licensee agree as follows:
Licensee is a manufacturer of display modules and/or display panels for digital signage;
Licensee has agreed to follow the Intel® Smart Display Module (Intel® SDM) specification in its manufacture of display modules and/or display panels; and
Intel wishes to license Intel trademarks to Licensee to communicate that display modules meet the Intel® Smart Display Module (Intel® SDM) standard and/or that display panels are Intel® Smart Display Module (Intel® SDM) Ready.
The parties therefore agree as follows:
1.1. "Effective Date" shall mean the date Licensee accepts this Agreement and shall be the date upon which this Agreement takes effect.
1.2. "Intel® Smart Display Module (Intel® SDM) logo” shall mean the following logo. Intel may revise the logo with notice to Licensee.
1.3. "Intel® Smart Display Module (Intel® SDM) Ready logo” shall mean the following logo. Intel may revise the logo with notice to Licensee.
1.4. “Licensed Marks” shall mean the Intel® Smart Display Module logo and the Intel® Smart Display Module Ready logo.
1.5. "TLUG" shall mean the Trademark and Logo Usage Guidelines for the Licensed Marks as provided by Intel. The TLUG may be amended by Intel, from time to time, in Intel's sole discretion.
2. License Grant
Subject to and conditioned upon Licensee's full compliance with this Agreement, Intel grants to Licensee, and Licensee accepts, a worldwide, limited, non-exclusive, non-transferable, royalty-free, revocable license to:
A. Use the Intel® Smart Display Module logo in marketing materials to indicate that Licensee’s display modules are manufactured in accordance with the Intel® Smart Display Module specification; and
B. Use the Intel® Smart Display Module Ready logo in marketing materials and on-panel to indicate that Licensee’s display panels are manufactured in accordance with the Intel® Smart Display Module specification.
No other right, title, or license is granted hereunder.
3. Quality Control
3.1. Licensee shall only use the Licensed Marks in connection with products manufactured in accordance with the Intel® Smart Display Module specification.
3.2. Licensee shall comply with all applicable laws and regulations in the manufacture, advertising, promotion, display, distribution, and sale of its products.
3.3. Licensee shall use the Licensed Marks only in connection with products that meet or exceed the regulatory, quality, and performance standards customary in the industry and commensurate with Licensee's overall reputation for high-quality products.
3.4. Intel shall have the right and upon reasonable notice be given the opportunity to review, inspect and/or test Licensee's product and associated collateral, as well as Licensee's manufacturing and sales premises if applicable, to ensure compliance with this Agreement.
4. Proper Usage/ Review of Materials
4.1. Licensee shall comply with the usage guidelines for the Licensed Marks as set forth in the TLUG.
4.2. Licensee shall not alter the Licensed Marks in any way or integrate the Licensed Marks into any of its own trademarks, logos, or designs or those of third parties.
4.3. Licensee shall use the Licensed Marks with the respective trademark symbols and acknowledgement lines as set forth in the TLUG.
4.4. Licensee shall not use the Licensed Marks in any manner that is likely to create confusion as to the source or sponsorship of Licensee's products, or that in any way indicates to the public that Licensee is a division or affiliate of Intel.
4.5. Licensee shall display the Licensed Marks so that the Licensed Marks stand alone in terms of commercial impression.
4.6. Licensee shall display the Licensed Marks only in a positive manner and shall not use the Licensed Marks in any manner that may disparage Intel, its brands, or its products or services. Licensee shall not use the Licensed Marks in any manner that, in Intel's judgment, may diminish or otherwise damage Intel's goodwill in the Licensed Marks, including but not limited to use on materials that could be deemed to be obscene, pornographic, violent, or otherwise in poor taste or unlawful, or the purpose of which is to encourage unlawful activities.
4.7. Intel shall have the right to randomly review and inspect Licensee products and materials displaying the Licensed Marks and Licensee shall reasonably cooperate in providing Intel access to such products and materials. Licensee further agrees to make any modification to products or materials displaying the Licensed Marks that may be requested by Intel and are required to comply with the terms of this Agreement.
5. Protection of Interest
5.1. Acknowledgment of Rights As between Intel and Licensee, Licensee acknowledges Intel's exclusive rights to the Licensed Marks and the INTEL mark and all goodwill associated therewith, and acknowledges that any and all use of the Licensed Marks inures to the sole benefit of Intel. Licensee shall not challenge Intel's exclusive ownership rights in and to the Licensed Marks and the INTEL mark, nor take action inconsistent with Intel's rights in such trademarks. Licensee shall not adopt, use, apply to register and/or register as its own trademark any words or designs confusingly similar to or that dilute the Licensed Marks or the INTEL mark. If at any time Licensee acquires any rights in, or registrations or applications for the Licensed Marks or the INTEL mark by operation of law or otherwise, Licensee will immediately and at no expense to Intel assign such rights, registrations, and/or applications to Intel, along with any and all associated goodwill.
5.2. Enforcement In the event Licensee becomes aware of any unauthorized use of the Licensed Marks by a third party, Licensee shall promptly notify Intel in writing, and shall provide reasonable cooperation, at Intel's expense, in any enforcement of Intel's rights against such third party. The right to enforce Intel's rights in the Licensed Marks rests entirely with Intel and shall be exercised in Intel's sole discretion. Licensee shall not commence any action or claim to enforce Intel's rights in the Licensed Marks.
6. NO REPRESENTATIONS OR WARRANTIES
INTEL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND RESPECTING THE LICENSED MARKS OR INTEL TRADEMARK, INCLUDING THE VALIDITY OF INTEL'S RIGHTS IN ANY COUNTRY, AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES THAT MIGHT OTHERWISE BE IMPLIED BY APPLICABLE LAW.
7.1. Intel agrees to defend and/or settle (in its sole discretion) any claim threatened against Licensee or brought in any suit or proceeding against Licensee based on any allegation that the Licensed Marks, as used by Licensee in accordance with this Agreement, infringes or violates the trademark rights of another, and Intel will pay all damages, costs and fees finally awarded against Licensee and exclusively attributable to any such claim, provided that (i) Licensee promptly notifies Intel in writing of any such claim, (ii) Intel solely controls and conducts the defense and/or settlement of the claim, (iii) Licensee fully and timely cooperates and provides all requested authority, information and assistance to Intel, at Intel's expense, and (iv) at Intel's instruction, Licensee immediately ceases use of the challenged mark. In the event of any claim or threatened claim against Intel or Licensee challenging the Licensed Marks, Intel reserves the right to terminate, immediately upon written notice, all or a part of this Agreement, and Licensee will take all steps necessary to immediately cease use of the Licensed Marks. Intel will not be responsible for any damages, costs, or fees awarded to the extent such amounts reflect Licensee's continued use of the challenged mark contrary to Intel's instructions to cease use of the challenged mark. This indemnity shall not cover damages that Licensee could have avoided or mitigated through the exercise of reasonable efforts under the circumstances.
7.2. Licensee agrees to defend and/or settle (in its sole discretion) any claim threatened against Intel or brought in any suit or proceeding against Intel concerning (a) Licensee's use of the Licensed Marks in violation of this Agreement (unless Intel in its sole discretion chooses to retain control over the defense and/or settlement of such claim), or (b) Licensee's design, manufacture, advertising, marketing, promotion, distribution or sale of its chassis, and Licensee will pay all damages, costs and fees finally awarded against Intel and exclusively attributable to any such claim, provided that (i) Intel promptly notifies Licensee in writing of any such claim, (ii) Licensee solely controls and conducts the defense and/or settlement of the claim and (iii) Intel fully and timely cooperates and provides all requested authority, information, and assistance to Licensee, at Licensee's expense. In the event of any claim or threatened claim against Intel or Licensee concerning Licensee's design, manufacture, advertising, marketing, promotion, distribution or sale of its chassis, Intel reserves the right to terminate, immediately upon written notice, all or part of this Agreement, and Licensee will take all steps necessary to immediately cease use of the Licensed Marks. This indemnity shall not cover damages that Intel could have avoided or mitigated through the exercise of reasonable efforts under the circumstances.
8. LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Term, Termination, and Expiration
9.1. Term This Agreement shall remain in effect until its expiration or termination as provided herein.
9.2. Termination Either party may terminate this Agreement with or without cause upon thirty (30) days advance written notice. Either party may immediately terminate this Agreement for material breach by the other party upon written notice. Opportunity to cure the breach may be given, but is not required under this Agreement.
9.3. Expiration This Agreement shall immediately expire in the event that any party terminates business operations for any reason. In the event that any party becomes insolvent, has a receiver appointed, goes into liquidation, files a bankruptcy petition, or has a bankruptcy petition filed against it that is not dismissed within thirty (30) days, the other party shall have the option to either (i) cancel the Agreement upon notice to the other party or (ii) continue this Agreement without waiving any rights or remedies it may otherwise have.
9.4. Effect of Expiration or Termination Upon any termination or expiration of this Agreement, Licensee shall immediately cease any and all use of the Licensed Marks. However, Licensee shall not be required to recall materials containing the Licensed Marks that are already in the distribution channel.
9.5. Continuing Obligations of the parties under the provisions of Sections 1, 6-8, 9.4, 9.5, 10-12, 14-17 and 19 shall remain in force notwithstanding the termination or expiration of the Agreement.
The rights granted to the parties hereunder are personal, and Licensee may not assign this Agreement or any right or obligation hereunder, whether in conjunction with a change in ownership, merger, acquisition, the sale or transfer of all, or substantially all or any part of a party's business or assets or otherwise, either voluntarily, by operation of law, or otherwise, without the prior written consent of Intel, which Intel may give or withhold in its sole discretion. Any such purported assignment or transfer shall be deemed a material breach of this Agreement and shall be null and void. This Agreement shall be binding upon and inure to the benefit of the successors and any permitted assigns of the parties hereto.
11. Choice of Law and Jurisdiction
11.1. If Licensee's principal place of business is in the U.S., the validity, construction, and performance of this Agreement shall be governed by U.S. federal law and the laws of the State of Delaware, without reference to conflict of laws principles. The parties further acknowledge and agree that any non-contractual cause of action that either party may assert, including but not limited to trademark infringement, trademark dilution, passing off, false designation of origin, unfair competition, and other non-contractual causes of action, will be governed by U.S. federal law and the law of the State of California. Any dispute arising out of this Agreement shall be brought in, and the parties consent to personal and exclusive jurisdiction of and venue in, the state and federal courts within Santa Clara County, California.
11.2. If Licensee's principal place of business is in a country outside of the U.S. (other than the Russian Federation), the validity, construction, and performance of this Agreement shall be governed by the laws of that country without reference to conflict of laws principles. Any dispute arising out of this Agreement shall be brought in and the parties consent to personal and exclusive jurisdiction of the courts of the relevant country capital or in the jurisdiction of Intel's authorized legal counsel.
11.3. If Licensee's principal place of business is in the Russian Federation, the validity, construction, and performance of this Agreement shall be governed by the laws of the State of Delaware, USA without reference to conflict of laws principles. Any dispute and controversies that may arise out of or in relation to this Agreement shall be subject to consideration, to the exclusion of the courts of law, by the Arbitration Court in Stockholm, Sweden, in accordance with the rules of procedure of the Arbitration Institute of the Stockholm Chamber of Commerce. The Court's award shall be final and binding on the parties.
12. Equitable Relief
Licensee recognizes and acknowledges that the material breach of any of its covenants, agreements, undertakings, terms, or conditions hereunder will cause Intel irreparable damage, which cannot be readily remedied by monetary damages in an action at law, and may, in addition thereto, constitute a violation of Intel's trademark rights and rights under the laws of unfair competition. In the event of any material default or breach by Licensee, including any action by Licensee that could cause some loss or dilution of Intel's goodwill, reputation, or rights in the Licensed Marks, Intel shall be entitled to an immediate injunction in addition to any other remedies available, to stop, or prevent such irreparable harm, loss, dilution.
13. Representation as to Authority
The parties to this Agreement represent and warrant that they have the sole right and exclusive authority to execute this Agreement and that they have not sold, assigned, transferred, conveyed, or otherwise disposed of any interest, right, claim or demand, or portion thereof, relating to any matter in this Agreement.
If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such determination shall not affect the validity of the remaining provisions. However, if Intel determines in its discretion that the court's determination causes this Agreement to fail in any of its essential purposes, it may immediately terminate the Agreement.
15. No Waiver
The failure of any party to enforce at any time one or more of the provisions of this Agreement shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of any party to enforce each and every such provision thereafter.
16. Relationship of the Parties
No agency, partnership, joint venture, franchise, or employment is created between the parties as a result of this Agreement. Neither party is authorized to create any obligation, express, or implied, on behalf of the other party.
17. No Endorsement
Licensee acknowledges that Intel does not endorse Licensee or its products or services. Licensee shall make no claims that Intel endorses Licensee or its products or services.
All notices, consents, requests, and demands to or on the parties must be in writing (including e-mail). Notice will be effective on receipt. For Intel, notice must be sent to:
Attn: Director of Trademarks and Brands
Mailstop RNB 4-151
2200 Mission College Blvd
Santa Clara, California 95054 U.S.A.
For Licensee, notice may be sent to the Company email provided below.
19. Entire Agreement
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all proposals, oral or written, all negotiations, conversations, and/or discussions between the parties relating to this Agreement and all past courses of dealing or industry customs. This Agreement may not be modified except in writing signed by authorized representatives of both parties.
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