Logo Request - Commercial Use

License Terms

Licensed Content: One or more of the property items owned by City, i.e., the City tagline, City logo and/or City copyrighted materials, as designated by the licensee in Exhibit A

Licensed Products: The products on which the Licensed Content will appear, as designated by the license in Exhibit A

Quantity: The number or amount of Licensed Products that may be produced by a licensee during the term of the License. Unless limited in the License Agreement, the quantity shall be unlimited.

License Fees: license fee shall be One Hundred Dollars ($100) per two year term.

Term: the term of the License shall be two years from the Effective Date.

Market Channels: Unless limited geographically or to a specific address in the License Agreement, online sales and/or retail store sales on the licensee’s business premises are permitted, provided that the applicant shall specifically designate such channels in the License Agreement.

General: No License shall be approved or issued by the Bureau of Communications until the License Agreement has been fully completed, applicable License Fees have been paid in full, and the License Agreement has been signed by all parties. License Fees shall not be prorated, or refunded for any reason.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, Licensor and Licensee agree as follows:

1. Additional Terms and Conditions. This Agreement expressly incorporates, and shall be in addition to, all of the terms and conditions contained in the City of Rochester Trademark and Copyright Usage Guidelines. This Agreement and the City of Rochester Trademark and Copyright Usage Guidelines shall constitute the entire agreement between the parties and shall not be modified or supplemented by any prior or contemporaneous agreements or understandings relating to the same subject matter, whether written or oral.

2. License. Subject to Licensee's payment of the License Fee, Licensor grants to Licensee, and Licensee hereby accepts, the non-exclusive right and license to use the Licensed Content on and in connection with the manufacture, marketing and sale of the Licensed Products for sale in the Market Channel during the Term. Licensee agrees and acknowledges that all use of the Trademark, and any goodwill that results from such use, shall inure to the benefit of the Licensor.

3. Quality Control. Licensee agrees to comply with all of the "Online Conduct Guidelines" set forth in the City of Rochester Trademark and Copyright Usage Guidelines. Furthermore, Licensee shall ensure that the Licensed Product(s) and any marketing materials, packaging, websites and related materials bearing the Trademark(s) shall be of sufficient quality to protect the reputation and goodwill associated with the Trademark(s) in the minds of consumers, and shall comply with all laws and regulations relevant to the quality of such products in the jurisdiction(s) where such products are sold.

4. Term. This Agreement shall become effective as of the Effective Date and remain in effect for the Term. Upon expiration or termination of this Agreement for any reason other than Licensee's material breach, Licensee shall be entitled to sell-off remaining inventory of Licensed Products for a period of three (3) months. If this Agreement is terminated due to Licensee's material breach of this Agreement, Licensee shall immediately cease any and all use of the Licensed Content and the sale and marketing of Licensed Products on or before the effective date of termination.

5. Termination. The City of Rochester may terminate this Agreement if: (a) Licensee is in material breach of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice of such breach; or (b) Licensee is or becomes insolvent, files for bankruptcy or ceases to operate its business.

6. Assignment: Successors and Assigns. Licensee shall not have the right to assign, transfer or sublicense the terms and conditions of this Agreement without the prior written consent of Licensor. This Agreement shall be binding upon Licensee, its successors and permitted assigns.

7. Amendment. This Agreement may not be amended, modified or supplemented except by a written instrument duly executed by each of Licensor and Licensee.

8. Severability; Waiver. If any provisions of this Agreement or any portions hereof are invalid, illegal or unenforceable, the other provisions of this Agreement or portions thereof shall remain in full force and effect. Any failure of Licensor or Licensee to comply with any provision of this Agreement may only be waived expressly in a written instrument duly executed by each of Licensor and Licensee.

Trademark and Copyright Usage Guidelines

INTRODUCTION

The City of Rochester encourages its citizens and businesses to promote the City of Rochester; and the City of Rochester has developed this trademark and copyright usage policy (the "Policy") to establish consistent guidelines for the use of certain trademarks (such as the City of Rochester logo and tagline) and other content owned by the City of Rochester.

 This Policy governs the NON-COMMERCIAL use of trademarks and copyrighted content owned by the City of Rochester (collectively, "Content") and is incorporated into all license agreements issued for COMMERCIAL use of the Content. IF YOU USE ANY CONTENT, YOU EXPRESSLY AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THIS POLICY. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE CONTENT IN ANY MANNER.If you have any questions about this policy or how to obtain permission to use Content owned by the City of Rochester for commercial purposes, please contact the City Bureau of Communications and Special Events.

CHANGES TO THIS POLICY

 The City of Rochester may change this Policy without prior notice.

LIST OF CONTENT

For a complete list of current trademarks and copyrighted images and access to downloadable digital content for use in accordance with these guidelines, please acknowledge below and you will be directed to the Trademarked Image page. Only the Content available on this page is available for use under this Policy.

OWNERSHIP OF INTELLECTUAL PROPERTY

The City of Rochester is the owner of the Content as well as trademark(s) and logos, copyrighted images and text appearing on the City of Rochester website (the "Website") and social media platforms owned and operated by the City of Rochester. Trademarks may be identified on the website with either a "TM" or ® designation; however, the absence of either a "TM" or ® designation does not affect the City of Rochester's rights to such trademarks. Copyrighted content may be identified with a copyright notice; however, the absence of a copyright notice does not mean that the image or text is free to copy or use except as set forth in this Agreement.

Except as stated in the Non-Commercial Use License sections below, reproduction, modification, or distribution of Content is strictly prohibited. You agree not to sell, license, rent, distribute, copy, transmit, publicly display, adapt, edit or create derivative works using the Content. Additionally, you may not reproduce, modify, reverse engineer, decompile, disassemble, transmit, sell, distribute, license or create derivative works of any other content appearing on the Website.

NON-COMMERCIAL USE LICENSE

You may use the Content on a personal website, such as a blog or social media, to indicate that you or your business are located in the City of Rochester, provided your website or social media page complies with the Online Conduct section below. This permission shall be deemed a limited, non-transferable, non-exclusive license that ends immediately if upon the City of Rochester's request, including but not limited to instances where the Content is out-of-date or has been updated by the City of Rochester; and/or if you are in violation of this Policy.

You may NOT use any Content for commercial purposes, which is defined as use of Content on social media websites that promote a business or commercial enterprise, on printed materials (such as books, brochures, or posters), merchandise (such as coffee mugs, pens or T-Shirts) or any other articles that are offered for sale OR given away for free in connection with the promotion of your business or commercial enterprise.

You expressly acknowledge that the results from any use of Content and any goodwill shall be for the benefit of the City of Rochester. You further agree that any use of Content shall be of sufficient quality and shall not violate this Policy or otherwise harm the City of Rochester's reputation.

COMMERCIAL USE LICENSES

If you would like to use Content for commercial purposes, you must first contact the City of Rochester and obtain a commercial use license. A commercial use license may be granted or withheld for any reason in the City of Rochester's sole discretion.

ONLINE CONDUCT GUIDELINES

Most of us go online to learn, explore and have fun. The City of Rochester has adopted this Policy to promote the City of Rochester and maintain a positive online atmosphere. Accordingly, any website that uses Content shall not engage in any of the following:

Engage in any fraudulent activity or otherwise provide false or misleading information or communications.

Impersonate any person or entity or otherwise mislead as to the origin of any information or communication, including the City of Rochester or any employee, volunteer or elected official of the City of Rochester.

Engage in any activity that violates any federal, state or local laws or regulations, or otherwise engage in any illegal activity.

Violate or otherwise infringe on the copyright, trademark or other intellectual property rights of the City of Rochester or any other party.

Violate or otherwise infringe on the privacy rights or contractual rights of any other party or the City of Rochester.

Use Content to interfere with the City of Rochester or any third party, including but not limited to operating a phishing scam, spreading a virus, cancel bot, Trojan horse, harmful code, denial-of service attacks, packet or IP spoofing, forged routing, forged e-mail address information, or any other method or technology that is similar to any of the foregoing items.

Mirror or frame the City of Rochester website or social media platform, or any portion of such website or social media platform.

Use the City of Rochester website or social media platform to distribute unsolicited e-mails or unsolicited advertisements.

Post or otherwise transmit: (a) any content that is libelous, defamatory, obscene, indecent, pornographic, profane, vulgar, threatening, or offensive; (b) any content that promotes any illegal activity or substance; or (c) any other content that would violate the law or otherwise give rise to a civil claim.

Assist, encourage or otherwise facilitate the efforts of any third parties to engage in any of the foregoing list of prohibited activities.

LIMITATION ON DAMAGES

THE CITY OF ROCHESTER SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF USE, DATA, BUSINESS, PROFITS OR GOODWILL, REGARDLESS OF WHETHER THE CLAIM FOR LIABILITY IS BASED ON A CONTRACT, TORT OR ANY OTHER LEGAL THEORY. THIS LIMITATION SHALL APPLY EVEN IF THE CITY OF ROCHESTER HAS BEEN WARNED OF SUCH DAMAGES. THIS LIMITATION SHALL ALSO APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

IF YOU HAVE A CLAIM AGAINST THE CITY OF ROCHESTER THAT ARISES OUT OF THIS AGREEMENT OR IS OTHERWISE RELATED TO THE WEBSITE, THEN IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE CITY OF ROCHESTER TO YOU BE MORE THAN THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID THE CITY OF ROCHESTER FOR SERVICES RELATED TO THE WEBSITE OVER THE PRECEDING TWELVE (12) MONTHS; OR (B) $100.

INDEMNIFICATION

 The licensee hereby agrees to defend, indemnify and save harmless the City of Rochester against any and all liability, loss, damage, suit, charge, attorney's fees and expenses of whatever kind or nature which the City may directly or indirectly incur, or be required to pay by reason or in consequence of the Licensee’s breach of this agreement, or intentionally wrongful or negligent act or omission of the Licensee, its agents, employees or contractors.  If a claim or action is made or brought against the City and for which the Licensee may be responsible hereunder in whole or in part, then the Licensee shall be notified and shall handle or participate in the handling of the defense of such matter. 

GOVERNING LAW AND JURISDICTION

This Agreement, and The City of Rochester's operation of the Website, shall be governed and interpreted in accordance with the laws of the United States and the State of New York. Any disputes arising out of this Policy shall be adjudicated in a court located in Monroe County, New York.

OTHER LEGAL TERMS

The failure of any party to insist (in any one or more instances) upon the performance of any provision of this Agreement shall not be construed as a waiver or relinquishment of any right granted in this Agreement or of the future performance of such provision. In interpreting any provision of this Agreement, no presumption shall arise favoring or disfavoring any party by virtue of the authorship of the provision. If an arbitrator or court determines that any provision of this Agreement is unenforceable: (a) such unenforceability shall not affect any other provision of this Agreement; (b) the remaining provisions of this Agreement shall remain in full force and effect; and (c) the arbitrator or court may so modify the unenforceable provision to the extent necessary to make it enforceable. This Agreement does not create any third party beneficiary rights, except that to extent any provision provides a release, limitation, indemnification or other protection to the City of Rochester, such provision shall be deemed to also provide a release, limitation, indemnification or other protection to any officer, employee, agent, member, manager or subsidiary of the City of Rochester.