American Golf Census
Trademark & Database License Agreement
1. NGF owns the rights to the American Golf Census Logo, Link, and Initiative
NGF ("LICENSOR"), is the owner of the mark "AMERICAN GOLF CENSUS," (the "Mark") and owns a federal U.S. Trademark application for the Mark, Serial Number 77905745:
LICENSOR also owns all rights to the American Golf Census ("AGC"), an initiative to count golfers in the United States and maintains websites, located at http://www.americangolfcensus.org and http://www.americangolfcensus.com (the "Links"), for AGC, which allows golfers to submit their contact information in order to be counted in the AGC.
2. Add a link to the American Golf Census on your website and/or send an e-mail invite about the American Golf Census to your current e-mail list and we'll return the information for every golfer that registers from your promotional efforts
The parties desire to enter into this Trademark Licensing Agreement whereby LICENSEE is given the right to display the Mark and Link on LICENSEE's website, e-mail communications, and other promotional materials, and whereby LICENSEE is given the right to use the Database, which is defined as LICENSOR's valuable and proprietary collection of data, compiled and created by LICENSOR, which is copyrighted and contains registration information consisting of the golfer's name, mailing address, e-mail address, age, gender, average 18-hole score, and estimate of number of rounds played per year of all individuals who were exclusively linked to LICENSOR'S website via a Link on LICENSEE'S website and that voluntarily consented, or opted-in, to be counted in the AGC and to be kept informed about special offers from Licensor's trusted partners and affiliates (the "Database").
3. For every registration tracked from your promotional efforts, you'll receive an additional golfer record generated by the collective promotional efforts of all other participating industry entities
For example, when LICENSOR tracks ten thousand (10,000) individuals who were linked to LICENSOR'S website via a link on LICENSEE's website, e-mail communications or other promotional efforts, the Database provided to LICENSEE will include, if available to LICENSOR, an additional ten thousand (10,000) golfer records containing the same information as detailed in Section 2 that voluntarily consented, or opted-in, to be counted in the AGC and to be kept informed about special offers from Licensor's trusted partners and affiliates.
4. NGF grants permission for you to display the American Golf Census logo and promote the initiative
LICENSOR hereby grants LICENSEE a limited, revocable, non-exclusive license to display the Mark and a corresponding hyperlink to www.americangolfcensus.org (the "Links") on LICENSEE's website, e-mail communications and other promotional materials. The term of this License shall be one (1) year unless terminated by either party upon giving thirty days prior written notice to the other party, or by either party's material breach of this Agreement.
LICENSEE agrees to use the Mark and Links only in connection with LICENSEE'S Website, e-mail communications and other promotional materials and in compliance with the standards, specifications, directions, information and know-how supplied by LICENSOR. LICENSEE may not assign, transfer, or sublicense this Agreement. This Agreement will inure to the benefit of the LICENSOR, its successors and assigns.
5. You have the right to use the Database that you receive from NGF
LICENSOR hereby grants LICENSEE an irrevocable, non-exclusive license to use the Database for its own business purposes. LICENSOR will deliver the Database to LICENSEE by electronic mail in an Excel, Access, or Text Tab Delimited electronic file, or in a form otherwise agreed upon in writing by the Parties.
6. The Database can only be used for your own marketing efforts and you must comply with best practice guidelines and laws that require you to honor opt-out requests when using the Database
LICENSEE agrees to use the Database solely for its own marketing and promotional purposes. LICENSEE agrees to use the Database in compliance with all applicable federal and states laws and to abide by the Direct Marketing Association Inc.'s Guidelines For Ethical Business Practice, available at http://www.dmaresponsibility.org/Guidelines, and the CAN-SPAM act of 2003 available at http://www.ftc.gov/bcp/edu/pubs/business/ecommerce/bus61.shtm, both incorporated by reference.
LICENSEE's material breach of any applicable provision in the Guidelines For Ethical Business Practice, shall be deemed a material breach of the terms herein.
7. You may not share or sell the Database
LICENSEE shall not, directly or indirectly (such as through authorization of third parties by way of sub-license or otherwise), distribute, market, sell, or otherwise provide any third-party with the Database, derivatives of the Database, or any copies based on the Database.
8. Each party has the authority to enter this agreement
LICENSOR warrants that it is the owner of all rights in and to the Mark, the Links and the Database. Each party hereby represents and warrants that: (a) it has the full authority to enter into and fully perform its obligations under this Agreement; (b) the execution, delivery and performance of this Agreement by such party does not conflict with any other agreement to which it is a party an/or by which it is bound; (c) during the Term, such party shall not enter into any agreement with any third party that is inconsistent with the provisions of this Agreement and (d) such party shall comply with all applicable laws and regulations applicable to such party's activities in furtherance of this Agreement.
9. Mutual indemnification
LICENSEE and LICENSOR hereby assumes all responsibility for and agrees to defend, indemnify and hold each other harmless against any and all damages, losses, claims, suits or other expenses whatsoever (including reasonable attorneys' fees) arising out of any rights conferred by this Agreement or arising from the business or products of LICENSEE or LICENSOR from any breach of the representations, covenants, agreements or obligations made by LICENSEE or LICENSOR under this Agreement.
10. Florida is the state of governing law
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The parties shall attempt to resolve in good faith any dispute which arises out of or in connection with this Agreement. In the event the parties cannot resolve any disputes informally, the venue and jurisdiction for the resolution of all disputes shall be in Palm Beach County, Florida. This Agreement and its interpretation shall be governed, construed and performed in accordance with the laws of the state of Florida exclusive of its choice of law provisions.
NGF ("LICENSOR"), is the owner of the mark "AMERICAN GOLF CENSUS," (the "Mark") and owns a federal U.S. Trademark application for the Mark, Serial Number 77905745:
LICENSOR also owns all rights to the American Golf Census ("AGC"), an initiative to count golfers in the United States and maintains websites, located at http://www.americangolfcensus.org and http://www.americangolfcensus.com (the "Links"), for AGC, which allows golfers to submit their contact information in order to be counted in the AGC.
2. Add a link to the American Golf Census on your website and/or send an e-mail invite about the American Golf Census to your current e-mail list and we'll return the information for every golfer that registers from your promotional efforts
The parties desire to enter into this Trademark Licensing Agreement whereby LICENSEE is given the right to display the Mark and Link on LICENSEE's website, e-mail communications, and other promotional materials, and whereby LICENSEE is given the right to use the Database, which is defined as LICENSOR's valuable and proprietary collection of data, compiled and created by LICENSOR, which is copyrighted and contains registration information consisting of the golfer's name, mailing address, e-mail address, age, gender, average 18-hole score, and estimate of number of rounds played per year of all individuals who were exclusively linked to LICENSOR'S website via a Link on LICENSEE'S website and that voluntarily consented, or opted-in, to be counted in the AGC and to be kept informed about special offers from Licensor's trusted partners and affiliates (the "Database").
3. For every registration tracked from your promotional efforts, you'll receive an additional golfer record generated by the collective promotional efforts of all other participating industry entities
For example, when LICENSOR tracks ten thousand (10,000) individuals who were linked to LICENSOR'S website via a link on LICENSEE's website, e-mail communications or other promotional efforts, the Database provided to LICENSEE will include, if available to LICENSOR, an additional ten thousand (10,000) golfer records containing the same information as detailed in Section 2 that voluntarily consented, or opted-in, to be counted in the AGC and to be kept informed about special offers from Licensor's trusted partners and affiliates.
4. NGF grants permission for you to display the American Golf Census logo and promote the initiative
LICENSOR hereby grants LICENSEE a limited, revocable, non-exclusive license to display the Mark and a corresponding hyperlink to www.americangolfcensus.org (the "Links") on LICENSEE's website, e-mail communications and other promotional materials. The term of this License shall be one (1) year unless terminated by either party upon giving thirty days prior written notice to the other party, or by either party's material breach of this Agreement.
LICENSEE agrees to use the Mark and Links only in connection with LICENSEE'S Website, e-mail communications and other promotional materials and in compliance with the standards, specifications, directions, information and know-how supplied by LICENSOR. LICENSEE may not assign, transfer, or sublicense this Agreement. This Agreement will inure to the benefit of the LICENSOR, its successors and assigns.
5. You have the right to use the Database that you receive from NGF
LICENSOR hereby grants LICENSEE an irrevocable, non-exclusive license to use the Database for its own business purposes. LICENSOR will deliver the Database to LICENSEE by electronic mail in an Excel, Access, or Text Tab Delimited electronic file, or in a form otherwise agreed upon in writing by the Parties.
6. The Database can only be used for your own marketing efforts and you must comply with best practice guidelines and laws that require you to honor opt-out requests when using the Database
LICENSEE agrees to use the Database solely for its own marketing and promotional purposes. LICENSEE agrees to use the Database in compliance with all applicable federal and states laws and to abide by the Direct Marketing Association Inc.'s Guidelines For Ethical Business Practice, available at http://www.dmaresponsibility.org/Guidelines, and the CAN-SPAM act of 2003 available at http://www.ftc.gov/bcp/edu/pubs/business/ecommerce/bus61.shtm, both incorporated by reference.
LICENSEE's material breach of any applicable provision in the Guidelines For Ethical Business Practice, shall be deemed a material breach of the terms herein.
7. You may not share or sell the Database
LICENSEE shall not, directly or indirectly (such as through authorization of third parties by way of sub-license or otherwise), distribute, market, sell, or otherwise provide any third-party with the Database, derivatives of the Database, or any copies based on the Database.
8. Each party has the authority to enter this agreement
LICENSOR warrants that it is the owner of all rights in and to the Mark, the Links and the Database. Each party hereby represents and warrants that: (a) it has the full authority to enter into and fully perform its obligations under this Agreement; (b) the execution, delivery and performance of this Agreement by such party does not conflict with any other agreement to which it is a party an/or by which it is bound; (c) during the Term, such party shall not enter into any agreement with any third party that is inconsistent with the provisions of this Agreement and (d) such party shall comply with all applicable laws and regulations applicable to such party's activities in furtherance of this Agreement.
9. Mutual indemnification
LICENSEE and LICENSOR hereby assumes all responsibility for and agrees to defend, indemnify and hold each other harmless against any and all damages, losses, claims, suits or other expenses whatsoever (including reasonable attorneys' fees) arising out of any rights conferred by this Agreement or arising from the business or products of LICENSEE or LICENSOR from any breach of the representations, covenants, agreements or obligations made by LICENSEE or LICENSOR under this Agreement.
10. Florida is the state of governing law
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The parties shall attempt to resolve in good faith any dispute which arises out of or in connection with this Agreement. In the event the parties cannot resolve any disputes informally, the venue and jurisdiction for the resolution of all disputes shall be in Palm Beach County, Florida. This Agreement and its interpretation shall be governed, construed and performed in accordance with the laws of the state of Florida exclusive of its choice of law provisions.
By typing my name, title, e-mail address and clicking on the I Agree button, I am entering into, and agreeing to be bound by this Agreement. Upon clicking I Agree, you will be provided with the instructions on how to display the American Golf Census logo and link on your website.
