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Branding Elements License Agreement

Branding Elements License Agreement

This Branding Elements License Agreement ("Agreement") is made between nVent Services GmbH, a Swiss limited liability company with a principal place of business Freier Platz 10, 8200, Schauffhausen,  Switzerland ("Licensor"), and any person ("User") who downloads the nVent Branding Elements described in this Agreement from the webpage located at https://www.nvent.com/about-nvent/logos-guidelines ("nVent Webpage"). Company and User are collectively referred to as the "Parties".

BY CLICKING THE ACCEPTANCE BUTTON OR BY ACCESSING, USING, OR DOWNLOADING ANY PART OF THE BRANDING ELEMENTS FROM THE NVENT WEBPAGE, USER EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF USER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED, COMPANY WILL PROMPTLY CANCEL THIS TRANSACTION, AND USER MAY NOT ACCESS, USE, OR DOWNLOAD ANY PART OF THE BRANDING ELEMENTS.

Background Information

A.        Licensor is the owner and user of the NVENT text trademarks, the NVENT LOGO trademarks, the nVent company name, and all stylized fonts, variations, registrations, applications, and trade names associated therewith, as well as all associated logos, artwork, and typefaces used together with the NVENT trademarks and/or nVent company name, including those for nVent, nVent CADDY, nVent ERICO, nVent NUHEAT, nVent LENTON, nVent ERIFLEX, nVent PYROTENAX, nVent SCHROFF, nVent HOFFMAN, nVent RAYCHEM, nVent TRACER, and nVent CAPACISENSE (collectively, the "Branding Elements"), including without limitation those shown on the nVent Webpage.

B.         User desires to download and use the Branding Elements in connection with the marketing, sale, and/or distribution of Licensor’s goods and services (collectively, the "Goods and Services"), pursuant to the terms and conditions of this Agreement.

NOW THEREFORE in consideration of the mutual covenants and promises of the Parties, and in exchange for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

Agreement

1.                   Grant of License.  Subject to the terms and conditions of this Agreement, Licensor hereby grants to User a non-exclusive, revocable, limited, worldwide, royalty-free, non-transferable, and non-sublicenseable license to download and use the Branding Elements in connection with the marketing, sale, and/or distribution of the Goods and Services manufactured or otherwise provided by Licensor, which marketing, sale and/or distribution has been pre-authorized by Licensor separately from this Agreement.  By downloading and using the Branding Elements, User agrees to accept the terms of this Agreement.  User shall make no other use of the Branding Elements, except as provided in this Agreement.

2.                   Term.  The term of this Agreement shall begin as of the date of the User’s acceptance as set forth herein and shall continue in full force until terminated by either Party.

3.                   Quality Control.  Licensor shall control the manner of use of the Branding Elements in all respects, including but not limited to, User’s use of the Branding Elements in connection with (a) the Goods and Services, (b) any packaging or labeling materials for the Goods, and (c) the layout, design, and content of any advertising or other promotional materials. User shall cooperate with Licensor in facilitating Licensor’s control over the nature and quality of the Branding Elements.  User shall permit Licensor to conduct reasonable, periodic inspections of User’s operations, at reasonable times and with reasonable notice.  User shall only apply the Branding Elements to Goods and Services that meet any and all standards of quality of Licensor.  If at any time Licensor believes that the quality of Goods and Services with which the Branding Elements are used falls below any quality standards set by Licensor, or that the Goods or Services are not authentic products manufactured and/or provided by Licensor, it shall so notify User, who shall immediately cease to use the Branding Elements in connection with any non-conforming Goods or Services.  If Licensor is not satisfied that User has ceased using the Branding Elements in connection with non-conforming Goods and Services, it may terminate this Agreement pursuant to Section 7 herein. 

4.                   Use of the Branding Elements.  User shall regularly inform Licensor of User’s current and proposed activities in which the Branding Elements have been, or will be, used.  Licensor has the sole right to unilaterally reject any proposed use. User shall comply with any and all written usage directives furnished by Licensor regarding the format of the Branding Elements and the placement or context of the Branding Elements on or in connection with any materials.  Upon Licensor’s request, User shall submit to Licensor representative specimens of any use User proposes to make of the Branding Elements for approval prior to the time any such proposed use shall commence, and Licensor has the sole right to unilaterally prohibit any proposed use.  User shall not at anytime, whether during or after the term of this Agreement, do or cause to be done any act in derogation or which otherwise challenges, contests, impairs, invalidates, or tends to impair or invalidate any of Licensor's rights in the Branding Elements, including without limitation the NVENT text trademarks, the NVENT LOGO trademarks, or any applications or registrations derived from such rights.  User shall use the Branding Elements only as downloaded from the Webpage, and shall not modify, change, alter, or amend any of the Branding Elements in any way.

5.                   Ownership of the Branding Elements.  The Parties acknowledge that Licensor exclusively owns all right, title, and interest in and to the Branding Elements, including without limitation the NVENT text trademarks and the NVENT LOGO trademarks separate and apart from each other and from the Branding Elements.  Nothing herein shall grant or convey, or be interpreted to grant or convey, to User any proprietary and/or other legal interest in the Branding Elements, including without limitation the NVENT text trademarks and the NVENT LOGO trademarks, than the license defined in Section 1 above.  User shall not apply for or obtain in User’s own name or otherwise, any trademark applications or registrations for the NVENT text trademark, the NVENT LOGO trademark, or for any mark that could be deemed to be confusingly similar to the NVENT text trademark or the NVENT LOGO trademark. User shall not use the Branding Elements, the NVENT text trademark, the NVENT LOGO trademark, or any similar marks as, or as part of, a trademark, service mark, trade name, assumed name, fictitious name, business name, domain name, or company or corporate name anywhere in the world.  User recognizes the value of the reputation and goodwill associated with the Branding Elements, including without limitation the NVENT text trademarks and the NVENT LOGO trademarks, and acknowledges that such goodwill belongs exclusively to Licensor, and that all User’s use of the Branding Elements, including without limitation the NVENT text trademarks and the NVENT LOGO trademarks, shall inure to the benefit of Licensor.  User acknowledges and agrees that Licensor has, shall retain, and may exercise, both during the term of this Agreement and thereafter, all rights and remedies available to Licensor, whether derived from this Agreement, from statute, or otherwise, as a result of or in connection with User’s breach of this Agreement, misuse of the Branding Elements, including without limitation the NVENT text trademark and the NVENT LOGO trademark, or any other use of the Branding Elements, including without limitation the NVENT text trademark and the NVENT LOGO trademark, by User which is not expressly permitted by this Agreement.

6.                   Disclaimer of Warranties and Damages.

THE BRANDING ELEMENTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE BRANDING ELEMENTS, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT.  IN NO EVENT SHALL LICENSOR BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS), EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

User agrees to defend, indemnify, and hold harmless Licensor, its officers, directors, agents, and employees, against all third-party suits and claims, and all judgments, costs, expenses, and losses relating thereto (including reasonable attorneys’ fees and costs) arising by reason of or in connection with acts or omissions in connection with this Agreement by User, including but not limited to, claims arising out of User’s improper or unauthorized use of the Branding Elements.

7.                   Termination.  In the case of a material breach of any provision of this Agreement, Licensor shall have the right to notify User in writing of the material breach.  Except as otherwise set forth in Section 8 hereof, User will have five (5) business days from the date of the notice to correct the breach.  If User fails to correct the breach within five (5) business days from the date of notice by Licensor, Licensor may immediately terminate this Agreement. Notwithstanding the foregoing, either Party  may terminate this Agreement, for any reason, upon thirty (30) days prior written notice to the other Party. Notwithstanding the foregoing, Licensor reserves the right, in its sole discretion and without notice, at any time and for any reason, to (a) terminate this Agreement; (b) change any or all of the Branding Elements; and/or (c) demand that User immediately cease and desist all use of the Branding Elements.  The effect of termination of this Agreement for any reason shall be that User must immediately cease and desist from all use of all of the Branding Elements.   

8.                   Non-Assignability.  User shall not sublicense, assign, pledge, sell, or encumber the rights licensed under this Agreement, whether by operation of law or otherwise, without the prior written consent of Licensor.  Licensor may immediately terminate this Agreement if User assigns or attempts to assign, whether by operation of law or otherwise, its rights under this Agreement, and in such event, User shall have no right to cure the attempt breach or breach of this Section 8.  Licensor may assign its rights or delegate its duties under this Agreement without the consent of User.

9.                   Third Party Infringement.  Upon becoming aware of any actual or possible infringement of the Branding Elements, including without limitation the NVENT text trademarks or the NVENT LOGO trademarks by a third party, User shall immediately report such facts to Licensor.  Licensor shall have the right, but not the obligation, to seek a remedy against any such infringing conduct.  Licensor, in its sole discretion, will control the institution and prosecution of any investigation, case, or proceeding, and the burden of all expenses related thereto shall be borne by, and the benefit of all awards relating thereto or arising therefrom shall accrue to Licensor.

10.               Governing Law.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Ohio, without regard to choice of law provisions.

11.               User Representations.  User represents and warrants to Licensor that (a) User is over the age of eighteen (18) and has the power and authority to enter into and perform User’s obligations under this Agreement; (b) all information provided by User to Company is truthful, accurate, and complete; and (c) User shall comply with all terms and conditions of this Agreement.

12.              Miscellaneous. Nothing in this Agreement shall be construed to constitute the Parties hereto as partners, joint venturers, or as agents for one another or as authorizing either Party to obligate the other in any manner.  If any provision of this Agreement or the application of such provision to any person or circumstance shall be held invalid for any reason, the remainder of this Agreement or the application of such provision to persons or circumstances other than those to which it is held invalid shall be unaffected by such holding.  In the event of a dispute hereunder, this Agreement shall not be interpreted for or against any Party hereto on the ground that such Party drafted or caused to be drafted this Agreement or any part hereof.  This Agreement constitutes the sole and entire agreement between the Parties with respect to the licensing of the Branding Elements and supersedes any and all prior or contemporaneous agreements or understandings, written or oral, express or implied, between the Parties regarding the licensing of the Branding Elements.  This Agreement may not be amended in any way except by written instrument signed by each of the Parties hereto.  Each Party agrees to execute and deliver such other documents and to take all such other actions as the other Party, its successors, assigns, or other legal representatives may reasonably request to effect the terms of this Agreement.