Billings Area Chamber of Commerce License Agreement

This License Agreement (the “Agreement”) is intended to create a binding contract between you (“you” or “User”) and the Billings Area Chamber of Commerce (the “Chamber”).

Your use of the mark “Billings: Montana’s Trailhead” and related logo, and/or other marks provided pursuant to this Agreement (collectively, the “Marks”), is conditioned on your acceptance of the terms and conditions contained in this Agreement. By clicking on the “ACCEPTED and AGREED” button at the bottom of this page, you will have accepted and agreed on behalf of yourself and the organization you represent to be bound by these terms and conditions, and you will also have confirmed that you have authority to agree to be so bound and to bind your organization. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT OR DO NOT HAVE AUTHORITY TO SO AGREE, YOU MUST IMMEDIATELY EXIT THIS WEBPAGE AND YOU WILL NOT BE PROVIDED ACCESS TO DOWNLOAD THE MARKS. ANY USE OF ANY MARKS BY YOU SHALL BE DEEMED TO BE AN ACCEPTANCE OF THESE TERMS AND CONDITIONS. Please print a copy of this Agreement for your records.

TERMS AND CONDITIONS
  • 1. Grant of License. In return for User’s compliance with all of the terms and conditions of this Agreement, Chamber grants User a nontransferable, nonexclusive license to use the Marks only in the manner and for the purposes set forth below.
  • 2. Manner and Purposes of Use
    • a. The Marks may be used only to promote businesses and organizations that (i) have an office, store and/or other retail or wholesale establishment in Billings, Montana, or (ii) provide goods or services originating in Billings, Montana.
    • b. The Marks may be used only in advertisements and other marketing materials such as flyers, letterhead and/or business cards.
    • c. The Marks may be used only in advertisements and other marketing materials such as flyers, letterhead and/or business cards.
    • d. The Marks may NOT be used on any product (including but not limited to T-shirts, any other item of clothing, and/or souvenirs), product labels, product packaging, or any other materials that are sold and/or delivered with products.
    • e. The Marks may NOT be used in any manner in connection with any massage parlors, adult arcades, adult book stores, adult cabarets, adult video stores, adult motion picture theaters, other adult-oriented entertainment (such as “wet T-shirt contests”) and/or other sexually oriented business as defined in Billings Montana City Code sections 27-201 and/or 27-611.
    • f. The Marks may NOT be used in any manner in connection with any advertising, other marketing materials, publications, websites, goods and/or services that are disparaging, derogatory, defamatory, libelous, threatening, and/or obscene, or in any other manner that would adversely affect the character and/or reputation of the Chamber, or reflect adversely on Billings.
  • 3. Quality Control. Before commencing the use of any Marks, and thereafter not less than once each calendar year, User agrees to submit to the Chamber, preferably by email, a representative sample of advertisements or other materials that include or display Marks. User shall make such changes to any such materials as the Chamber may require to ensure proper use of Marks and to avoid any statement that is, in the Chamber’s sole judgment, inaccurate, objectionable or misleading.
  • 4. Ownership of Marks. User acknowledges and agrees that (i) the Chamber owns the Marks and related goodwill and User will do nothing inconsistent with such ownership, (ii) all such use of any Marks by User shall inure to the benefit of and be on behalf of the Chamber, and (iii) all use of Marks by User shall conform to standards set by and be under the control of the Chamber.
  • 5. Disclaimer of Warranty.
    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MARKS ARE PROVIDED TO USER “AS IS”, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND, AND THE CHAMBER HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND/OR NONINFRINGEMENT.
  • 6. Limitation of Liability.
    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CHAMBER SHALL NOT BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OR CORRUPTION OF DATA, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR THE PROVISION OF OR FAILURE TO PROVIDE USE OF THE MARKS, EVEN IF THE CHAMBER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHAMBER’S ENTIRE LIABILITY AND USER’S EXCLUSIVE REMEDY FOR DAMAGES UNDER THIS AGREEMENT WILL BE LIMITED IN ANY EVENT TO $100.00. USER ACKNOWLEDGES AND AGREES THAT THIS LIMITATION OF LIABILITY IS A MATERIAL TERM OF THIS AGREEMENT, AND THAT THE USE OF THE MARKS AS PROVIDED HEREUNDER IS PREDICATED ON THE ENFORCEABILITY OF THE FOREGOING LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES.
  • 7. Term. Unless otherwise terminated as provided for herein, this Agreement shall continue in force and effect for one (1) year, and shall thereafter automatically renew for successive renewal terms of one (1) year.
  • 8. Termination.
    • a. The Chamber shall have the right to terminate this Agreement upon thirty (30) written notice to User:
      • i. in the event that any services rendered or goods sold by User in connection with any Marks, and any advertising, promotional and/or other uses of Marks by User, fail to meet the approval of the Chamber;
      • ii. Upon any other breach of any provision hereof by User; and/or
      • iii. In the event of any affirmative act of insolvency by User, or upon the appointment of any receiver or trustee to take possession of the properties of User, or upon the winding-up, sale, consolidation, merger or any sequestration by governmental authority of User, or upon breach of any of the provisions hereof by User.
    • b. Either party may terminate this Agreement with or without cause as of the expiration of the initial or any renewal term, by written notice at least thirty (30) days in advance of the date of said expiration.
  • 9. Effect of Termination. Upon termination of this Agreement, User agrees to immediately discontinue all use of the Marks and any term confusingly similar thereto, to destroy all printed and electronic materials bearing any of the Marks, and that all rights in the Marks and the good will connected therewith shall remain the property of the Chamber.
  • 10. Governing Law. This agreement shall be governed by and construed in accordance with the laws of the State of Montana.
  • 11. Attorneys’ Fees. In the event of a breach of this Agreement by either party, the non-breaching party shall be entitled to recover from the breaching party the reasonable fees and costs (including, but not limited to, attorneys’ fees) incurred as a result of such breach, regardless of whether an action is filed in court.
  • 12. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings and agreements, if any, relating to the subject matter addressed herein.
  • 13. Modifications. This Agreement may be amended, modified or supplemented only by an instrument in writing duly executed by both parties hereto.
  • 14. Severability. If any portion of this Agreement is deemed by a court of competent jurisdiction to be void or unenforceable, such portion shall be deemed to be deleted from the Agreement, and the remaining provisions of the Agreement shall nevertheless be effective and enforceable.

PLEASE INDICATE YOUR ACCEPTANCE OF AND AGREEMENT TO THESE TERMS AND CONDITIONS BY CLICKING ON THE BUTTON BELOW.

ACCEPTED and AGREED

Billings: Montana’s Trailhead

 

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