Registered Supplier Logo License Agreement
By downloading this graphic you will be binding your organization to the following terms and conditions.
Please review before downloading and only proceed if you are authorized to bind the organization you represent to such terms.
The Assay Depot, Inc. (d/b/a Scientist.com) ("Scientist" or "Licensor") operates research marketplaces and portals (collectively the "Platform") through which certain pharmaceutical goods and services suppliers ("Services Suppliers") and Supplier can advertise, market or sell a service or product to be provided to customer(s) who are granted access to the Platform by Scientist from time to time ("Client"). This Registered Supplier Logo Agreement is entered into between Scientist and Supplier (the "Agreement") and establishes terms and conditions relating to the use of Scientists proprietary registered supplier logo ("Logo") available from the Platform from time to time.
The legal entity which downloads the Logo from the Platform for use pursuant to this Agreement shall be referred to in this Agreement as the "Supplier" or "Licensee". Please review these terms carefully. By downloading the Logo from the Platform, Supplier is entering into this Agreement. This Agreement shall come into effect on the date the Logo is downloaded by Supplier from the Platform (the "Effective Date"). Only parties that can lawfully enter into and form contracts under applicable law may use the Platform. By downloading the Logo from the Platform the Supplier hereby represents and warrants that Supplier has such ability to enter into and form contracts, and to the extent such acceptance of the terms of this Agreement via the Platform is made on behalf of the Supplier, the individual downloading the Logo is authorized to bind the Supplier to the terms set forth herein. The Supplier and Scientist are each a "Party" to this Agreement and shall together be referred to as the "Parties".
Supplier may not use the Logo for any purpose or in any manner other than expressly permitted by this Agreement and subject always to the terms and conditions of this Agreement. Supplier shall be responsible for any breach of this Agreement by any of its personnel or third parties engaged by it as if such breach was its own.
WHEREAS, Licensor is the owner of the Logo and desires to grant to Licensee the right to use said Logo only on promotional advertising material featured on Licensee's primary website (the "Website") promoting Licensee's signed supplier status on the Platform, to indicate Licensee's execution of appropriate Platform supplier agreements ("Purpose") and Licensee desires a license to use the Logo for the Purpose described herein during the term of this Agreement;
NOW THEREFORE, in consideration of the foregoing premises and for good and other valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties hereto agree as follows:
- Grant. Licensor hereby and hereunder grants to Licensee a non-exclusive license to use the Logo only for the Purpose specified above, subject to the terms of this Agreement.
- Term. The term of this Agreement shall commence on the Effective Date and shall terminate on the second anniversary of the Effective Date ("Term"). The Licensor may terminate this Agreement at any time by providing notice to the Licensee which may be by email. Upon termination of this Agreement or at the request of the Licensor (whichever is the earlier), the Licensee shall promptly remove the Logo from the Website and shall make no further use of it.
- Use of Logo. Licensee shall use the Logo in its original unaltered form. Only the approved artwork containing the Logo with regard to all visual aspects such as color, size, format and style, as provided by Licensor, may be used. A minimum unobstructed area must surround the Logo to ensure that the Logo is not confused with another logo. No other graphic element or typography may be used in the space around the Logo. The Logo may only be used in accordance with the Scientist Style Guide in Appendix 1 (the "Guide"). In the event of a conflict between this clause 3 and the Guide, the Guide shall prevail.
- Protection of Logo. Licensee acknowledges: i) Licensor's interest in the Logo and will not do any act contesting or impairing said Logo, ii) that use of such Logo shall not create in Licensee's favor any right, title or interest in or to said Logo, and iii) all uses of said Logo by Licensee shall inure to the benefit of Licensor. Licensee shall at no time, without Licensor's prior written consent, adopt, use or file any word or mark which is likely to be similar or confusing with said Logo, anywhere in the world.
- No Assignment/Sublicense. No rights hereunder may be assigned or sublicensed by Licensee without the express consent of the Licensor.
- Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of Delaware, United States (Jurisdiction) and all disputes arising out of or relating to this Agreement shall be settled in the Federal and State courts of Delaware.