Temporary Trademarks License

Temporary Trademarks License

 

 Temporary Trademark License

 

The following limited license only applies to vendors who would like to create custom products using our Marks under the “Gear this way ” feature of our VisDis.us Site.  This “Temporary Trademark License” is subject to our Terms of Use and Submissions Policy.

 

If you intend to use the Marks, please sign and return as described under 1.6 below, an executed copy of this Temporary Trademark License. This Temporary Trademark License will not be effective until it is counter-signed by Entrusting, Inc. We agree that a fully executed emailed PDF version of this signed document will constitute an original.  

 

  1. Use of the Marks.

 

    1. License.  Subject to the terms and conditions of this Temporary Trademark License, our Terms of Use, our Submissions Policy, and any Supplemental Terms, Entrusting, Inc. d/b/a Visual Disobedience Campaigns Company (“VDCC”) hereby grants you (“Licensee”) a limited, non-exclusive, non-transferable, non-sublicensable, revocable, worldwide license to use the VISUAL DISOBEDIENCE, UNSEEN MAJORITY, VIS DIS and the Visual Disobedience Logo, (“Marks”) for a period that ends on December 31, 2020 (the “License Term”), in connection with the manufacture of apparel, accessories, bumper stickers, yard signs, and related products (the “Licensed Products”) in limited quantities as may be designated by VDCC for your business use in connection with the Donald Trump Visual Disobedience Campaign, solely in accordance with this Temporary Trademark License, our Terms of Use, any Supplemental Terms, and our Submissions Policy.  

 

    1. Restrictions; Reservation of Rights. For the avoidance of doubt, VDCC shall have the right to use or license the use of the Marks worldwide and, in all cases, retains the exclusive right, at any time, to (a) manufacture, promote, advertise, distribute, and sell any products or services regardless of their similarity to the Licensed Products under any name or trademark (including the Marks) through any means of distribution; and (b) license a third party to manufacture, promote, advertise, distribute, and sell any products or services regardless of their similarity to the Licensed Products under any name or trademark (including the Marks) through any means of distribution.

 

    1. Acknowledgment. Licensee acknowledges the high standards and reputation for quality symbolized by the Marks, and Licensee shall use the Marks in a manner consistent with such quality standards and reputation.

 

    1. Compliance with VDCC’s Use Guidelines. Licensee shall display the Marks on all Licensed Products and on or in all packaging and promotional materials in a form and manner in compliance with any trademark usage guidelines that may be adopted by VDCC from time to time.  

 

    1. Samples.  Upon request by VDCC, Licensee shall make available to VDCC, for its approval, samples of all uses of the Marks on Licensed Products.  VDCC shall have the right to make reasonable objections to any such sample on the grounds that VDCC believes that the use of such materials by Licensee: (i) is in violation of this Temporary Trademark License or any applicable trademark laws or usage guidelines, or (ii) will be damaging to or dilutive of the value of, or reputation associated with, the Marks.  VDCC shall exercise its approval rights in good faith and any request for modification of a submission shall include a reasonable explanation.

 

    1. License fee.  Licensee shall pay VDCC a royalty of 8% of gross revenues (excluding any sales taxes) from all Licensed Products that incorporate any one of the Marks. The royalty fees will be based on quarterly product sales for the calendar quarters ending March 31, June 30, September 30 and December 31, and are due within 30 days of the end of the applicable quarter end. Interest at a rate of 10% per annum is due on balances not paid within the 30 day period.  The royalty rate will be tripled to 24% in the event Licensee has not timely paid the royalty due to VDCC. VDCC will describe the invoicing and payment processes to Licensee upon receipt, by email to phil@visdis.us, of a scanned, fully executed version of this Temporary Trademark License.

 

  1. Quality Standards.

 

    1. Quality Control.  VDCC shall have the right to monitor the quality of the Licensed Products provided by Licensee. VDCC has the right to take all action that it deems necessary to ensure that Licensee’s activities under and uses of the Marks are consistent with the reputation for quality and prestige of products bearing the Marks. Licensee shall undertake such steps as VDCC may reasonably request to assist VDCC in monitoring the quality of the Licensed Products provided by Licensee under the Marks.

 

    1. Compliance with Law.  Licensee shall comply with all applicable laws and regulations and obtain all appropriate government approvals pertaining to its use of the Marks, and its manufacture, promotion, advertising, distribution, and sale of the Licensed Products under the Marks.  

 

    1. No Disparagement of VDCC or Marks.  Licensee shall not use any of the Marks in connection with any activity that disparages VDCC or its products or services, or that damages the reputation for quality and goodwill associated with the Marks.

 

    1. Maintenance of Marks.  VDCC shall take no actions that derogate or devalue the Marks, and agrees to make reasonable efforts to maintain the value of the  Marks.

 

  1. Ownership.   

 

    1. Ownership of Marks.  Licensee acknowledges that it has no interest in the Marks other than the licenses granted under this Temporary Trademark License and that VDCC or its licensor will remain the sole and exclusive owner of all right, title, and interest in the Marks.  Licensee agrees that Licensee’s use of the Marks and any goodwill in the marks resulting from Licensee’s use will inure solely to the benefit of VDCC or its licensor and will not create any right, title, or interest for Licensee in the Marks. If Licensee uses, registers, or applies to register any trademark or domain name that is identical or confusingly similar to the Marks in violation of its obligations under this Temporary Trademark License, Licensee agrees,at VDCC’s request, to immediately cease use of that mark or domain name and to assign to VDCC all its rights in that mark or domain name, including any application(s) or registration(s) for that mark or domain name regardless of the jurisdiction.  

 

    1. No Contest.  Licensee shall not contest, oppose, or challenge VDCC’s ownership of the Marks.  Licensee agrees that it will do nothing to impair VDCC’s ownership or rights in the Marks.  

 

    1. Adverse Use.  Licensee shall promptly notify VDCC should Licensee learn of use by a third party of any mark or domain name that is identical or similar to any of the Marks.  Licensee shall take no action with respect thereto except with the prior written authorization of VDCC. VDCC may take such action as, it in its sole discretion, it deems advisable for the protection of its rights in the Marks, including allowing Licensee to bring and prosecute a claim against the third party at Licensee’s expense.  

 

    1. Assistance.  Licensee shall assist VDCC in complying with any formalities to protect the Marks under U.S. or foreign law, such as registering the Marks, registering this Temporary Trademark License, and/or recording Licensee as a registered user.  

 

  1. Termination.  This Temporary Trademark License will terminate automatically upon the expiration of the License Term.  In addition, VDCC may terminate this Temporary Trademark License at any time, including without limitation if we believe Licensee is or may be in violation of this Temporary Trademark License, our Terms of Use, any Supplemental Terms, or our Submissions Policy.

 

By their respective signatures below, each of the following represents that he or she is duly authorized to execute this Temporary Trademark License and to bind the party on whose behalf such execution is made.

 

Entrusting, Inc.: Licensee:
By:   By:  
Name:   Name:  
Title:   Title:  
Date:   Date:  

 

Visual
Disobedience
TM
Support Us