FQHC Certification Program FQHC Logo Application & License Agreement (NACHC Chartered State/Regional Primary Care Associations)

FQHC Logo Application & License AgreementnNACHC Chartered State/Regional Primary Care Associations

FQHC Logo Royalty-Free Copyright Licensing Agreement

This Licensing Agreement (hereafter referred to as the “Agreement”) is between the Licensee and the National Association of Community Health Centers, Inc. (hereinafter referred to as “NACHC”) in regard to the Licensed Materials on the date set forth below. This Agreement applies to licenses issued via the Internet or on paper form, and is applicable to online, digital and physical delivery of Licensed Material. By agreeing to the terms and conditions of this Agreement, Licensee is confirming that it has capacity to form a contract under its local laws.

1. Royalty Free Licensing. NACHC grants to Licensee a perpetual, non-exclusive, non-transferable, non-sublicensable, worldwide right to Reproduce the Licensed Material identified in Exhibit A attached hereto an unlimited number of times in any and all media for all purposes other than those uses prohibited under Section 5 of this Agreement.

2. Definitions. In this Agreement the following definitions apply:

a. “Licensed Material” means any still image, visual representation generated optically, electronically, digitally or by any other means, including any negatives, transparencies, film imprints, prints, original digital files, or any copies thereof, or any other product protected by copyright, or other intellectual property right, which is licensed to Licensee by NACHC under the terms of this Agreement. Any reference in this Agreement to the Licensed Material shall be to each individual item within the Licensed Material and also to the Licensed Material as a whole.

b. “Licensee” means the person or entity set forth at the conclusion of this Agreement as the “licensee” and receiving the rights to the Licensed Materials as specified hereunder.

c. “Licensee Work” means an end product or service that has been created by or on behalf of Licensee using independent skill and effort and that incorporates a Reproduction of the Licensed Material as well as other material.

d. “Reproduction” and “Reproduce” mean any form of copying or publication of the whole or a part of any Licensed Material, via any medium and by whatever means, the distortion, alteration, cropping or manipulation of the whole or any part of the Licensed Material, and the creation of any derivative work from, or that incorporates, the Licensed Material.

e. “Territory” means the world.

3. Guarantee & Warrantee.

a. Licensee guarantees that it owns and controls the rights represented herein with respect to any Licensee Work and has and will hold throughout the Territory the above listed rights to exploit the Licensee Work as contemplated herein. NACHC shall indemnify and hold the Licensee harmless from any and all claims, liabilities and costs, losses, damages or expenses (including attorney’s fees) arising out of any breach or failure of any covenants or warranties made by NACHC herein. While efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to, the Licensed Material, NACHC does not warrant the accuracy of such information.

b. NACHC DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NACHC SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF NACHC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAI CATEGORIES OF DAMAGES. NACHC SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS USED IN A LICENSEE WORK.

4. General Terms. The rights granted to the Licensee within the Agreement include (1) right to reproduce and duplicate the Licensed Material as part of a Licensee Work in whatever medium(s) necessary (i.e. print, on-line, video tape, film, CD-ROM, DVD). If the Licensed Material is used in electronic format such as a web page, portable document format or other software product, the Licensed Material must be “embedded” so that the end user is unable to readily extract or use the Licensed Material on its own; (2) right to use the Licensed Material as a visual image as part of a production; and (3) right to use the Licensed Material as part of the public viewing or broadcast of a production (including but not limited to TV shows, videos, DVDs, Web Sites, podcasts, multimedia presentations, and films).

5. Rights Not Included in this Agreement.

a. The rights granted to the Licensee do not permit the Licensee to (1) claim ownership or authorship of the Licensed Material represented under this Agreement; (2) transfer, share or sub lease this Agreement with any other party; (3) copy or duplicate the Licensed Material except for use in the Licensee Work; (4) permit any other individual or third party the right to use the Licensed Material in place of the Licensee; (5) resell, trade, or exploit for profit the Licensed Material contained herein outright or as part of other materials or products, in part or in whole, to any other individual or party (although the Licensed Material can be sold as part of the Licensee Work, which is a clear and distinct product from the Licensed Material itself, i.e. a published article, public interest story or publication on the subject of the Licensed Material or related certification program).

b. NACHC maintains all intellectual property rights with regard to the marketing and sales of the Licensed Material and any infringement thereof is punishable by law. Licensed Material shall not be incorporated into a logo, corporate ID, certification mark, trademark or service mark, without obtaining the prior written consent of NACHC.

c. Use of the Licensed Material that would be unflattering or unduly controversial to a reasonable person is strictly prohibited.

d. Pornographic, defamatory or otherwise unlawful use of Licensed Material is strictly prohibited,whether directly or in context or juxtaposition with other material or subject matter. Licensee shall also comply with any applicable regulations and/or industry codes governing Licensee or similar persons or entities.

e. If the Licensed Material is Reproduced on a website, Licensee shall post terms and conditions on the website that include restrictions on downloading the Licensed Material for purposes other than personal use, and prohibit republication, retransmission, reproduction or other use of the Licensed Material.

6. Credits & Intellectual Property Rights.

a. Credits. Except as expressly stated in this Agreement, Licensee is not required to credit the Licensed Material to NACHC in the Licensee Work (in liner notes, rolling credits, verbal acknowledgment, etc.) But if the Licensee chooses to do so, NACHC requests but does not require that the Licensee use the verbiage: “The FQHC logo is the exclusive property of the National Association of Community Health Centers and can only be used through a license or certification granted by NACHC. Certification of health centers under the FQHC certification program are governed by FQHC certification standards set by NACHC. For further information on certification, please contact NACHC at cgibson@nachc.org.”

b. Production Credit. If Licensed Material is used in an audio/visual production in either an editorial context or a non-editorial context but where credits are accorded to other providers of licensed material, credit shall be accorded, where technically feasible, in equal size and comparable placement to such other credit(s), substantially in the following form: “FQHC logo supplied by NACHC. All rights to use and certification of providers under the FQHC certification program are governed by FQHC certification standards set by NACHC. For further information on certification, please contact NACHC at cgibson@nachc.org.”

c. Copyright. No ownership or copyright in any Licensed Material shall pass to Licensee by the issuance of the license contained in this Agreement. Except as expressly stated in this Agreement, Page 3 of 4 NACHC grants Licensee no right or license, express or implied, to the Licensed Material.

d. Trademarks. In connection with the use of the Licensed Material or any other of NACHC’s trade names, trademarks, certification marks, logos or service marks, including the names of all Licensed Material collections (hereinafter referred to as the “Marks”), Licensee acknowledges and agrees that (i) such Marks are and shall remain the sole property of NACHC; (ii) except as expressly required in order to satisfy the credit obligations under this Agreement, nothing shall confer upon Licensee any right of use in or to the Marks; and (iii) Licensee shall not now or in the future contest the validity of NACHC’s Marks.

e. Notice of Violations. Licensee will immediately notify NACHC if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Licensed Material, in whole or in part, or is violating any of NACHC’ intellectual property rights, including, but not limited to, Marks and copyrights.

7. Dates. The term of the contract is effective on the date of execution of this Agreement. The Agreement shall continue throughout the duration of the lifetime of the Licensee. In the event that the Licensee exists as a legal entity, should the existence of the Licensee terminate due to dissolution, merger, bankruptcy, or other legal means, this Agreement shall terminate immediately upon such occurrence.

8. Indemnification.

a. Licensee shall, subject to the terms of Section 8.b. below, defend, indemnify and hold harmless NACHC and its subsidiaries, affiliates, and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorneys’ fees), arising out of or as a result of claims by third parties relating to Licensee’s use of any Licensed Material outside the scope of this Agreement or any other actual or alleged breach by Licensee of this Agreement.

b. At Licensee’s option, Licensee may assume the handling, settlement or defense of any claim or litigation, in which event NACHC shall cooperate in the defense of any such claim or litigation as may be reasonably requested by Licensee. NACHC shall have the right to participate in such litigation, at its expense, through counsel selected by NACHC. Licensee will not be liable for legal fees and other costs incurred prior to NACHC giving notice of the claim for which indemnity is sought and NACHC shall not be liable for any losses arising from Licensee’s failure to discontinue use pursuant to Section 10.a. below.

9. Unauthorized Use and Termination. Any use of Licensed Material in a manner not expressly authorized by this Agreement constitutes copyright infringement, entitling NACHC to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claim by a third party. NACHC reserves the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received notice of unauthorized use from NACHC relating to the Licensed Material; or (ii) otherwise breaches the terms of this Agreement. Upon termination, Licensee must immediately (i) stop using the Licensed Material; and (ii) destroy or, upon the request of NACHC, return to NACHC the Licensed Material and, in the case of termination by NACHC for cause, the Licensee Work in the possession or control of Licensee.

10. Miscellaneous Terms.

a. Withdrawal. Upon notice from NACHC, or upon Licensee’s knowledge that any Licensed Material may be subject to a claim of infringement of another’s right for which NACHC may be liable, NACHC may require Licensee to immediately and at its own expense (i) stop using the Licensed Material; (ii) delete or remove the Licensed Material from its premises, computer systems and storage (electronic or physical); and (iii) ensure that its customers, contractors, agents or users do likewise.

b. Governing Law. Licensee has the responsibility to evaluate the respective law of Licensee’s country, State or jurisdiction itself, and ensure that no third party’s rights are being violated when using the Licensed Material. This Agreement will be governed in all respects by the laws of the State of Maryland, U.S.A., without reference to its laws relating to conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, NACHC shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the opinion of NACHC, such action is necessary or desirable.

c. Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.

d. Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.

e. Entire Agreement. This Agreement is intended for parties who are promoting or otherwise disseminating information regarding a health center certification program being operated under certification standards set by NACHC and contains all the terms of the license agreement. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorized representative of both parties or issued electronically by NACHC and accepted in writing by an authorized representative of Licensee. In the event of any inconsistency between the terms contained herein and the terms contained on any other communication sent by Licensee, the terms of this Agreement shall govern.

f. Agreement of Licensee. Licensee, by execution of this Agreement either online or off-line by wet ink signature, agrees to all terms and conditions of the Agreement for the above Licensed Material.

IN WITNESS WHEREOF, the parties have executed this Agreement by their respective, duly authorized representatives as of the date first above written.

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