1. Trademark License Agreement and Permission to post Case Study THIS TRADEMARK LICENSE AGREEMENT and PERMISSION TO POST CASE STUDY dated as of content submission is by and between the submitter’s Corporation and New Relic, Inc., a Delaware Corporation with an address at 188 Spear Street, Suite 1200, San Francisco, CA 94105 ("Licensee"). WHEREAS For good and valuable consideration (the adequacy of which is hereby acknowledged), Licensor has produced a video (the “Case Study”) which they intend to submit for possible posting on New Relic’s website; and WHEREAS Licensee acknowledges that Licensor is the owner of the contents of the Case Study and the Licensor’s logo (the “Licensor Marks”) included in the Case Study, which such Licensor Marks are identified in Schedule A attached hereto; and WHEREAS Licensee now desires to license from Licensor the right to use the Case Study and the Licensor Marks therein for use in connection with New Relic’s Data Nerd Selfies (the “Project”) and in advertisements referring to Licensee’s product and service offerings (“Licensee Advertisements”). NOW, THEREFORE, in consideration of the above premises and the mutual covenants set forth below, and other good and valuable consideration the sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. License. Licensor hereby grants to Licensee a worldwide, non-exclusive, non-transferable, license to use the Case Study and the Licensor Marks attached hereto on Schedule A in, and in connection with, the Project and Licensee Advertisements as developed and created by Licensee, subject to the restrictions herein.
2. Use. Licensee may use the Case Study and the Licensor’s Marks in connection with the Project and with Licensee Advertisements for display in tangible and print media (including but not limited to billboards, posters, and signage) and digital media, (including but not limited to use on the Internet, on social media platforms such as Twitter or Facebook, and on Licensee’s web pages).
3. Approval. Licensee agrees to submit Licensee Advertisements to Licensor for its approval prior to use. Licensor agrees to promptly provide such approval to Licensee in writing (email shall suffice). Licensor may withdraw approval of the Licensor Marks upon prior written notice to Licensee per Section 9 (Notice) below. Upon Licensee’s receipt of such written notice from Licensor of its decision to withdraw, Licensee shall have thirty (30) days to cease use of the Licensor Marks if such cessation of use is feasible. By posting the Case Study on New Relic’s website, Licensor explicitly agrees to be part of the Project and that New Relic may immediately and publicly use the Content in any way whatsoever, including on the Internet, which may allow receiving parties and their users to make copies or reproductions of the Content or upload, download, use, display, or modify the Content without limitation or restriction. Licensor hereby releases New Relic from any and all liability and obligation to Licensor in that event. Licensor further releases New Relic from all liability and obligation of any kind and nature whatsoever arising out of or in connection with the exercise of the rights granted herein including, without limitation, claims of invasion of privacy, defamation, or right of publicity. Licensor shall have no claim of compensation, no claim to damages, and no claim arising out of any use, blurring, alternation, distortion, illusionary effect, faulty reproduction, portrayal, modification or fictionalization, or use in any composite form.
4. Ownership. Subject to the rights granted herein, as between Licensor and Licensee, Licensor retains all right, title, and interest in the Licensor Marks and reserves sole and exclusive ownership over such Licensor Marks. Similarly, Licensee retains all right, title, and interest in any of Licensee’s trademarks and reserves sole and exclusive ownership over such trademarks.
5. Termination of Agreement. The initial term of this Agreement shall be one (1) year from the Effective Date of this Agreement (“Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically renew for additional, consecutive terms of one (1) year (each, a “Renewal Term”) unless either party provides at least thirty (30) day’s advance notice of its intention not to renew, in which case, this Agreement shall expire and terminate at the end of the Initial Term or the applicable Renewal Term, if any.
6. Representations and Warranties. 6.1. Licensor represents and warrants to Licensee that: (i) Licensor has full legal right, power, and authority to grant the license as described herein and to enter into this Agreement and perform its obligations hereunder; (ii) this Agreement has been duly executed and delivered by Licensor and constitutes the legal, valid, and binding obligation of the Licensor, enforceable against it in accordance with the terms. 6.2. Licensee represents and warrants to Licensor that: (i) Licensee has full legal right, power, and authority to enter into this Agreement and perform its obligations hereunder; (ii) this Agreement has been duly executed and delivered by Licensee and constitutes the legal, valid, and binding obligation of the Licensee, enforceable against it in accordance with the terms.
7. Limitation of Liability. In no event shall either party be liable to the other party or any third party for any indirect, incidental, special, punitive, or consequential damages (including, but not limited to, loss of profits or revenue or damage to reputation) in any way arising out of or related to this Agreement, even if such party has been advised of the possibility of such damages.
8. Relationship of the Parties. This Agreement shall not be construed to make either party the agent, partner or legal representative of the other, and neither party may assume or create any obligations for, on behalf of, or in the name of the other party, or commit any act in any manner that may adversely affect any rights of the other party or be detrimental to its name or reputation.
9. Notice. All notices, approvals requests, consents and other communications under this Agreement shall be in writing and shall be considered properly given or sent: (i) on the date when the notice, request, consent or communication is personally delivered and acknowledged; or (ii) on the date when sent by confirmed facsimile or electronic transmission if a business day or on the first business day following if not; or (iii) five (5) days after transmission by certified or registered mail; or (iv) the first business day after transmission by overnight courier delivery, as follows: If to Licensor If to Licensee New Relic, Inc. 188 Spear Street Suite 1200 San Francisco, CA 94105 ATTN: General Counsel Email:firstname.lastname@example.org
10. Entire Agreement. This Agreement and its exhibits contain the entire agreement between Licensor and Licensee, represent the final, complete and exclusive statement of Licensor and Licensee and supersede any and all prior or contemporaneous agreements, communications, arrangements or understandings between Licensor and Licensee, including, without limitation, any letter of intent. This Agreement may be modified only as stated in and by a writing signed by both Licensor and Licensee which refers specifically to this Agreement and states that it is amending this Agreement.
11. Miscellaneous. 11.1. Neither party shall assign or sublicense this Agreement or its rights hereunder without the other party’s prior written consent. 11.2. The waiver by either party of a breach of, or a default under, any provision of this Agreement, shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. 11.3. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 11.4. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, excluding its conflict of laws and choice of laws rules. The parties hereto submit and consent to the jurisdiction of the courts in the State of California, including Federal Courts therein, in any action to enforce (or otherwise relating to) this Agreement, and hereby waive any objection to the propriety or convenience of venue in such courts. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by the submission of content.