This agreement, effective date below {date}, constitutes permission from {companyName113} for SHEA to use the trademark set forth on Schedule A (the “Mark”) and to provide a connection to the website set forth on Schedule A (“Website”), subject to acceptance of the terms and conditions set forth herein.
1. Limited Trademark License. {companyName113} hereby grants to SHEA the limited, non-transferable, royalty-free license to use the Mark solely: (a) as described or depicted in Schedule A without modification (including without deletion of any trademark markings or legends); (b) for the purposes and in the manner described in Schedule A; and (c) subject to all limitations and restrictions set forth in Schedule A. The Mark shall not be depicted in any manner or in any materials that would tend to denigrate, disparage, tarnish, present in a false light or otherwise reflect negatively on the Mark, the {companyName113}, or any of the {companyName113}'s products or services.
2. Linking Permission. {companyName113} hereby grants to SHEA a non-exclusive, limited license to provide a hypertext reference link to the initial, top-level display of the Website, as identified by the Uniform Resource Locator set forth on Schedule A for the purpose of linking SHEA website to the Website.
3. Proprietary Rights. SHEA acknowledges that the Mark and the Website (including without limitation all content, text, images, software, media and other materials on the Website) are proprietary to the {companyName113}, protected under trademark, copyright and other intellectual property laws, and may not be reproduced, transmitted, displayed, published or distributed without the express prior written consent of the {companyName113}. Neither this agreement nor the licenses granted hereunder convey any ownership right in any Mark, Website or other materials provided by or on behalf of {companyName113} under this Agreement.
4. Term. The term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any express provision of this Agreement, shall continue for as long as {companyName113} is a member of SHEA.
5. General.
a. Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
b. Assignment. This Agreement is personal to SHEA. SHEA shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without {companyName113}'s prior written consent.
c. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each party. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving.
d. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of South Carolina without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any jurisdiction other than those of the State of South Carolina.
IN WITNESS WHEREOF, the Parties have entered into this agreement as of the date first set forth above.
SHEA
By: Scott McWhorter
Title: President and CEO