Oath Trademark License Terms for Vendors

These Oath Trademark License Terms for Vendors (“Trademark Terms”) effective as of the date of the PO or SOW under which Oath Inc., and/or its Affiliates, including Oath Holdings Inc. and Oath (Americas) Inc. (“Oath”), has agreed to grant Vendor the rights outlined herein are subject to the Vendor Master Terms and Conditions located at https://policies.oath.com/us/en/oath/terms/vendor/mastertnc/index.html (“VMTC” or “Vendor MTC”) and are part of the Agreement. Except for terms defined herein, capitalized terms used herein are defined in the Vendor Master Terms and Conditions.

  1. Oath Trademark License. Subject to Vendor’s strict compliance with the Agreement, Oath grants Vendor a limited, revocable, non-exclusive, non-assignable, non-transferable, non-sublicensable, royalty-free license, for the SOW Term or until completion of the Services ordered solely in connection with a PO, to use the designated trademarks owned by Oath and its Affiliates (“Oath Marks”) in the form delivered by Oath, only for the territory in which Services will be delivered, and only as reasonably necessary to perform Services.
  2. General Guidelines For Use Of Oath Marks.
    1. Brand Guidelines. Vendor will comply with any of Oath’s brand guidelines or requirements that Oath may require (“Oath Marks Guidelines”). From time to time during the term of these Trademark Terms, Oath may provide to Vendor written guidelines as to the size, typeface, colors, and other graphic characteristics of the Oath Marks, which upon delivery to the Vendor will be deemed to be incorporated into these Trademark Terms and into the Oath Marks Guidelines. Upon Oath’s request, Vendor will promptly remove or replace any Oath Mark.
    2. Approval.
      1. Every use, display (including the size, place, and manner), and/or reproduction of any Oath Mark must be in accordance with the Agreement and pre-approved in writing by the Oath Project Manager or Oath’s Brand Marketing Team. Vendor may request approval by sending a letter, as outlined in Section 2.2(b) (the “Request for Approval”) and emailing it to the Oath Project Manager at the address stated in the SOW and/or Oath Brand Marketing at brandidentity@oath.com. Vendor must also include a complete sample of each proposed use. Oath's Brand Marketing Team will typically review a request and respond within ten (10) business days, but is under no obligation to respond. Vendor may not and will not use any Oath Mark for any specific use unless and until Oath has granted its specific approval and any and all conditions of such approval have been fulfilled by Vendor.
      2. Form of Request for Approval Letter. Any request for approval will include the following required information:
        1. Exact name and title of organization and/or person requesting permission;
        2. Your contact information (e-mail, phone, fax, mailing address);
        3. The name of the Oath Project Manager;
        4. Attach layout/sample of visual that features any Oath Mark;
        5. Samples and specific description of materials in or upon which any Oath Mark will appear;
        6. Distribution plans for materials (what territory, how many copies, how long will copies be offered for distribution, what are requested channels of distribution);
        7. A copy of the SOW and any applicable terms and conditions related to such use; and
        8. Any questions concerning Vendor’s request.
    3. Restrictions upon Use. The Oath Marks will not be presented or used: a) in a manner that suggests that editorial content has been authored by, or represents the views or opinions of, any Oath Entity; b) in a manner that is misleading, defamatory, libelous, obscene, infringing or otherwise objectionable; c) in connection with any material that infringes the trademark, copyright or any other rights of any third party; d) as part of a name of a product or service of any company other than Oath; or e) in a manner that infringes, derogates, dilutes, or impairs the rights of Oath in the Oath Marks. Oath will have complete discretion to evaluate Vendor's use and to decide whether that use violates any of the foregoing restrictions.
    4. Use for Oath's Benefit. Any use of the Oath Marks will inure to the benefit of Oath by using the Oath Marks pursuant to Oath's approval, Vendor acknowledges Oath's ownership of all Oath Marks and warrants that it will not take any action which is inconsistent with Oath's ownership.
    5. Nonexclusive Remedy. The Vendor will make any changes to its use of the Oath Marks as are requested by Oath. This remedy is in addition to any other legal remedies to which Oath may be entitled in relation to Vendor's use of Oath Marks.
  3. Ownership. Vendor’s use of any Oath Mark does not confer or imply any ownership, goodwill, or other rights in the Oath Marks. Vendor recognizes the unique value, goodwill, and secondary meaning associated with the Oath Marks. All rights, title, and interests in the Oath Marks and the goodwill pertaining thereto automatically vests in the applicable Oath Company, and at all times will remain owned by and in the name of the Oath Company. Vendor will not contest the validity of any ownership of any Oath Mark by Oath or an Oath Affiliate. Vendor will not, in any jurisdiction, adopt, use, register, or apply for registration of, whether as a corporate name, trademark, domain name, service mark, or other indication of origin, any trademark or any word, symbol, device, or combination thereof confusingly similar to any Oath Mark. Vendor agrees that upon expiration or termination of the SOW or completion of Services purchased by PO alone, Vendor will immediately stop using the Oath Marks and promptly return to Oath all materials and inventory bearing the Oath Marks.
  4. Quality Assurance Standards. From time to time during the Term and once within six (6) months after the termination or expiration of the applicable SOW or completion of Services ordered solely in connection with a PO, under which Vendor is granted the right to use the Oath Marks, Oath may inspect and audit Vendor’s use of the Oath Marks. Oath will provide Vendor with reasonable notice prior to such audit and any such inspection and audit will be conducted during regular business hours. If an audit reveals any breach of the Trademark Terms, in addition to any other remedies Oath may have, Oath may terminate these Trademark Terms, effective immediately without any right to cure, and Vendor will reimburse Oath for the cost of its audit, immediately cease all use of the Oath Marks, promptly recall, at Vendor’s cost, any materials bearing the improper use of the Oath Marks, and return to Oath any and all materials bearing the Oath Marks.
  5. Additional Terms for Oath Branded Deliverables. Prior to producing any Oath Branded Deliverable, Vendor will submit color production samples for Oath’s inspection and approval. Oath, in its discretion may approve, reject or seek modification of any sample. “Oath Branded Deliverable” means a Deliverable that will or is intended to, as outlined in a PO or SOW, bear an Oath Mark. Vendor agrees that it will not take any action regarding any Oath Branded Deliverable until Oath gives written approval of the sample Oath Branded Deliverable. Any Oath Branded Deliverable so approved by Oath will be produced exactly as approved without any changes whatsoever. Oath will not be required to accept or pay any fees or costs related to or arising from the production of any Oath Branded Deliverable that does not conform to the approved sample of such Oath Branded Deliverable.
  6. Precedence. Except as indicated herein, terms in these Trademark Terms supplement, but do not replace, terms in the Vendor MTC. In the case of inconsistency or conflict between the provisions of these Trademark Terms and the Vendor MTC, the provisions of these Trademark Terms will control, and in no event may a SOW or Change Order may amend or alter these Trademark Terms.

These Trademark Terms were last updated on January 1, 2018.

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