BEFORE USING ANY OF THE LICENSED MARKS OR LICENSED MATERIALS, YOU MUST ACCEPT ALL THE TERMS OF THIS AGREEMENT. CONSULT YOUR ATTORNEY BEFORE SIGNING IF YOU DO NOT UNDERSTAND ANY OF THE TERMS HERE.
This Trademark License Agreement (“Agreement”) is made between Council of Multiple Listing Services, a Washington Nonprofit Corporation with offices at 1000 N Green Valley Pkwy # 440-583, Henderson, NV, 89074-6170 (“CMLS”), and the company, entity, or individual that clicks “I Agree” below and is granted a license under this Agreement (“Licensee”). By clicking “I Agree”, Licensee agrees to the following terms:
1. DEFINITIONS
“CMLS Materials” means all materials and information that CMLS provides at https://www.cmlsintheknow.org/.
“Licensed Marks” means the IN THE KNOW® trademark with serial number 88824514, including all logos, stylistic, or graphical representations of the mark.
“Licensed Materials” means the CMLS Materials and Licensed Marks.
“Licensee Collateral” means all marketing, advertising, and other communications and materials, all promotional merchandise and tangible items, products, services, websites, social media, and other marketing campaign collateral, whether in print, digital, or physical form.
“Permitted Use” means increasing awareness and/or promoting the use of multiple listing services within the organized real estate industry.
“Trademark Guidelines” means the then current version of the CMLS IN THE KNOW® trademark usage guidelines, as amended from time to time by CMLS in its sole discretion. The Trademark Guidelines are available at www.cmlsintheknow.org.
2. LICENSE
Subject to the terms of this Agreement, CMLS grants to Licensee a limited, non-exclusive, royalty-free, fully paid up, non-transferable, revocable license, without the right to sublicense, to use the Licensed Materials in connection with the Licensee Collateral in North America for the Permitted Use. Licensee agrees to comply at all time with the terms of this Agreement and with the Trademark Guidelines with regard to its use of the Licensed Marks. This Agreement is a non-exclusive license, and not a sale, assignment, or exclusive license. CMLS retains all rights not expressly granted herein.
3. USAGE
a. Quality Control. Licensee agrees to use its best efforts to ensure that all Licensee Collateral that use the Licensed Materials are of high quality and in accordance with all applicable laws, standards and practices, related to Licensee’s business. CMLS reserves the right to review and/or audit Licensee’s use of the Licensed Materials and Licensee agrees to cooperate with any such compliance inquiry. Licensee shall make all reasonable efforts to amend to the satisfaction of CMLS any such Licensee Collateral not in compliance with the terms of this Agreement.
b. Attribution. Licensee agrees that its use of the Licensed Marks will include attribution to CMLS, as described in the Trademark Guidelines.
c. Restrictions. Licensee agrees that it will not:
Use the Licensed Materials in any manner that is discriminatory, misleading, false, unfair, defamatory, infringing, libelous, disparaging, obscene, or otherwise objectional to CMLS, as determined in CMLS’s sole opinion.
Use the Licensed Marks in any manner that may dilute the Licensed Marks or tarnish or bring into disrepute the reputation of or goodwill associated with the Licensed Marks or CMLS.
Use the Licensed Marks in any manner that is adverse to the Permitted Use, including but not limited to in connection with real estate listings not submitted to a multiple listing service, or in connection with a private listing network or a multi-brokerage listing sharing network.
Display the Licensed Materials on any website or material that violates any law or regulation.
Use the Licensed Materials in a way that incorrectly implies CMLS’s affiliation, endorsement, certification, sponsorship, support, or approval of Licensee Collateral or Licensee.
Modify or shorten the Licensed Marks or any part of them, including through hyphenation, combination, or abbreviation.
Adopt marks, logos, or designs that are confusingly similar to the Licensed Marks.
Incorporate or register the Licensed Marks as part of your company or trade name.
Use the Licensed Marks in a manner that may invalidate or jeopardize any registration of the Licensed Marks or implies a common, descriptive, or generic meaning.
4. OWNERSHIP
Licensee acknowledges that CMLS owns the Licensed Materials throughout the world. Any goodwill derived from the use by Licensee of the Licensed Materials will inure to the benefit of CMLS. If Licensee acquires any rights in any of the Licensed Marks (by operation of law or otherwise), such rights will be deemed to be and are hereby irrevocably assigned to CMLS without further action by either Licensee or CMLS. Licensee agrees not to dispute or challenge or assist any person, company, entity, or governmental authority, in disputing or challenging CMLS’s rights in and to the Licensed Marks or the validity of the Licensed Marks.
5. TERM; TERMINATION
The term of this Agreement begins on the date that Licensee clicks “I Agree”. This Agreement will terminate upon the occurrence of any of the following events: (a) 10 days after either party’s notice to the other of its intent to terminate; (b) 10 days after either party’s notice to the other that the other has breached this Agreement, provided the breach remains uncured; (c) immediately upon any party’s notice to another that the other has breached this Agreement, provided the breach is not susceptible to cure, is one of a pattern of repeated breaches, or has caused the party giving notice irreparable harm. In the event of any termination of this Agreement, Licensee shall make no further use of the Licensed Materials.
6. ENFORCEMENT
Licensee acknowledges that the non-exclusive license granted in this Agreement does not include the right to bring suit or undertake any enforcement action in its own name or in the name of CMLS. All such rights are retained by CMLS, which CMLS may elect to exercise at its exclusive option.
7. NOTICE OF INFRINGEMENT
If it comes to Licensee’s attention that a third party is infringing, suspected of infringing, of threatening infringement of the Licensed Materials, Licensee will notify CMLS in writing giving reasonable detail. CMLS will decide, in its sole discretion, what action to take, if any. CMLS will have exclusive control over all claims and proceedings. Licensee agrees to provide CMLS with all assistance that CMLS may reasonably request in the conduct of any claims or proceedings. CMLS will bear the costs of any proceedings and will be entitled to retain all sums recovered by such proceedings.
8. DISCLAIMERS; LIMITATION OF LIABILITY
CMLS PROVIDES THE LICENSED MATERIALS ON AN “AS IS” BASIS AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES. CMLS MAKES NO WARRANTY, INCLUDING THOSE OF TITLE, AVAILABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE LICENSED MATERIALS. LICENSEE ASSUMES RESPONSIBILITY FOR ANY AND ALL LOSSES OR DAMAGES THAT ARISE OUT OF LICENSEE’S USE OF THE LICENSED MATERIALS. IN NO EVENT SHALL CMLS BE LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER ARISING FROM ANY BREACH OF THIS AGREEMENT, EVEN IF CMLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; LICENSEE’S SOLE REMEDIES AGAINST CMLS HEREUNDER SHALL BE TERMINATION OF THIS AGREEMENT AND DIRECT DAMAGES NOT IN EXCESS OF $100. THIS PARAGRAPH SETS OUT LICENSEE’S EXCLUSIVE REMEDIES, AND UNDER NO CIRCUMSTANCES SHALL LICENSEE BE ENTITLED TO EQUITABLE REMEDIES.
9. INDEMNIFICATION
Licensee shall defend and indemnify CMLS, CMLS members, and all their respective employees, directors, agents, and authorized successors and assigns, against any and all losses, damages, and costs (including reasonable attorneys’ fees) arising from any third party claim (a) related to Licensee’s breach of any provision of this Agreement, or (b) based on Licensee’s use of the Licensed Materials, except for claims arising solely on the basis that the unaltered Licensed Materials infringe a third party’s trademark or copyright rights. CMLS shall (x) promptly notify Licensee in writing of any claim and give Licensee the opportunity to defend or negotiate a settlement of any such claim at Licensee’s expense, and (y) cooperate fully with the Licensee, at Licensee’s expense, in defending or settling any such claim. CMLS shall be entitled to engage its own counsel at its expense.
10. DISPUTE RESOLUTION
This Agreement shall be covered by the laws of the State of Minnesota. The parties consent and agree that any claim related to this Agreement shall be litigated in the jurisdiction and venue of the state and federal courts sitting in Hennepin County, Minnesota.
11. RELATIONSHIP OF THE PARTIES
For purposes of this Agreement, CMLS and Licensee are independent contractors, and Licensee shall not be deemed an agent, employee, franchisor or franchisee of CMLS, and Licensee does not have any authority to make any agreements or representations on behalf of CMLS.
12. ASSIGNMENT
Licensee will not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this License, in each case whether voluntarily, involuntarily, by operation of Law or otherwise, without CMLS’s prior written consent.
13. SURVIVAL
Any rights or obligations of the parties in the Agreement which, by their nature, should survive termination or expiration of the Agreement will survive termination or expiration, including Sections 1, 4, and 8 through 17.
14. SEVERABILITY
Each provision of this Agreement is severable from the whole, and if one provision is declared invalid, the other provisions shall remain in full force and effect. In the event a court having jurisdiction over the parties holds any provision of this Agreement invalid or unenforceable, the parties shall negotiate in good faith to replace the invalid or unenforceable provision, if possible, with a valid provision that most closely approximates the intent and economic effect of the invalid provision.
15. NOTICES
All notices to be given under this Agreement shall be mailed or electronically mailed to the parties at their respective addresses. Notices shall be effective the earlier of the date of receipt or three days after mailing or other transmission. CMLS shall use the postal address and email address associated with Licensee’s account for notices provided to Licensee. Notices to CMLS should be sent to intheknow@councilofmls.org.
16. ENTIRE AGREEMENT; AMENDMENT
This Agreement contains the full and complete understanding of the parties regarding the subject matter of this Agreement and supersedes all prior representations and understandings, whether oral or written, relating to the same subject matter. In the event of any dispute regarding the interpretation of the terms of this Agreement, it shall not be construed for or against any party on the grounds that the Agreement was prepared by any one of the parties. CMLS may amend this agreement by providing notice of the amendment to Licensee, including by posting notice on CMLS’s website or member interface; if Licensee continues to use the Licensed Materials after such notice, then Licensee will be deemed to have agreed to the terms as amended.
17. ACCEPTANCE
By clicking “I Accept” you agree that (a) Licensee has read and understood this Agreement and the Trademark Guidelines (b) agrees to be bound by the terms of this Agreement, and (c) that you are authorized to agree to this Agreement on behalf of Licensee, if Licensee is a company or entity.