Choose Greater Peoria Content License Agreement
You have submitted a form to access and use certain Choose Greater Peoria logos, images, and other materials (“CGP Content”). Your right to use such CGP Content is limited and licensed under the following terms and conditions:
1. You must be at least 18 years of age.
2. Any use or post, on social media or otherwise, that includes CGP Content will be without compensation to you of any kind.
3. CGP Content will not be used in connection with anything unlawful, misleading, or fraudulent, nor for any illegal or unauthorized purpose.
4. Non-exclusive license. All CGP Content is owned solely or licensed by the Choose Greater Peoria talent attraction initiative (“Initiative,” “us,” “we,” or “our”), made possible by the Gilmore Foundation, Greater Peoria Leadership Council, Peoria Area Chamber of Commerce, Greater Peoria Economic Development Counsel, Discover Peoria and many other loyal partners. By this agreement, the Initiative grants you a limited, a revocable, non-exclusive, non-transferable (except as provided below), royalty-free license to use CGP Content solely for the purpose of positively promoting the goals of Choose Greater Peoria. This license does not include the right to sublicense any CGP Content nor the right to modify or alter, or to create derivative works of CGP Content.
5. Quality Control. You acknowledge that the Initiative has the right to control the nature and quality of the services rendered under, products sold, and all other usages in connection with the CGP Content. You agree to preserve this quality of service, products, and usages, and to meet standards of use of the CGP Content established at any time by the Initiative. You agree to maintain the highest quality in any services, products, materials or documents which are associated with or incorporate or use the CGP Content.
All new designs and modifications to the quality of the services, products, and marketing collateral that depict the CGP Content will be of at least the same quality as those materials currently used. If the Initiative requests (which it may do at any time), You shall promptly provide samples of any materials using any of the CGP Content to the Initiative for the Initiative’s review, at no cost to us. The Initiative shall be the sole judge of whether the goods, services and uses are of satisfactory quality. In addition, You shall promptly stop using such materials after receiving notice of the Initiative’s rejection of the use, unless and the Initiative provides its approval of such materials. Further, You acknowledge and agree that the Initiative may monitor Your use of the CGP Content, and may bring to Your attention any issues we identify with such usage, including additional instructions for use of the CGP Content. You shall abide by our instructions for use of the CGP Content. You shall not use the CGP Content in a manner that would disparage or harm the reputation of the Initiative.
In the event that You have any questions regarding proper use of the CGP Content, whether by You or by a third party, You shall contact firstname.lastname@example.org and ask for guidance on such use. You will follow and abide by our guidance.
6. Goodwill; Ownership. You recognize the great value of the CGP Content and the goodwill associated with the CGP Content, and acknowledge that the CGP Content and all rights therein and goodwill pertaining thereto belong exclusively to the Initiative, and that the CGP Content are distinctive and have a secondary meaning in the minds of the public. We retain the right to use or to license to others the use of any of the CGP Content for any and all goods or services. You will not represent that You own the CGP Content, but will always indicate that the CGP Content are used under license from the Initiative. All goodwill associated with Your use of the CGP Content shall inure to the benefit of the Initiative.
7. No Contest or Attack. You agree that You will not, nor assist or cooperate with any third party, at any time, in contesting or attacking the title or any rights of the Initiative in and to the CGP Content, nor will You attack the validity of this Agreement.
8. Cooperation. The parties will cooperate with one another in the protection and enforcement of rights under the CGP Content. In the event of a lawsuit or other claim against either party alleging infringement by either party of a third party’s trademarks based on either party’s use of the CGP Content, each party shall fully cooperate with the other party in the defense of such a suit. If only You receive such a claim or suit, You shall give prompt notice to the Initiative. You will not attempt to join the Initiative as a party in the suit, unless we has consented in writing to such joinder.
In the event You become aware of potential infringement or incorrect use of any of the CGP Content by a third party, You will notify the Initiative. We will take whatever action it deems appropriate in its sole discretion. You will cooperate fully with us in implementing whatever course of action the Initiative determines to implement.
9. No Warranty and Liability Limitation. THE INITIATIVE MAKES NO WARRANTIES UNDER THIS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, VALIDITY, ACCURACY, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. THE INITIATIVE SHALL HAVE NO LIABILITY TO YOU OR OTHERS IN CONNECTION WITH THIS AGREEMENT, CGP CONTENT, OR OTHERWISE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER SUCH LIABILITY ARISES IN TORT, INCLUDING, WITHOUT LIMITATION, CAPITAL CITY’S NEGLIGENCE, BREACH OF CONTRACT, OR OTHERWISE. THE INITIATIVE’S AGGREGATE LIABILITY TO LICENSEE UNDER THIS AGREEMENT SHALL NOT EXCEED $1,000.
10. Choice of Law/Venue. This Agreement shall be governed by the laws of the state of Illinois, without regard to its conflict of laws provisions. The parties agree that the sole and exclusive venue and jurisdiction for disputes arising from this Agreement shall be the state or federal courts for Peoria County, and each party waives any objection to such venue and jurisdiction.
11. Independent Contractor. Nothing in this Agreement will in any way be construed to render You to be or construed as an agent, employee, or representative of the Initiative for any purpose whatever. You are an independent contractor. You have no authority to bind or otherwise obligate the Initiative in any manner, nor shall You represent to anyone that You have the right to do so.
You are solely responsible, at Your sole expense, for compliance with all federal, state, and local laws, rules, regulations, and ordinances that apply to Your employment status or its employment relation with others or Your own employees.
12. Entire Agreement. This Agreement contains the entire agreement between the parties. No representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied in this Agreement shall be of any force or effect. This Agreement may be amended by the Initiative at any time in its sole discretion. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions of this Agreement shall remain in full force and effect.
13. Legal Fees. In the event of a legal action taken by either party against the other to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees, costs, and expenses incurred in such legal action.
14. Indemnity. You shall defend, indemnify, and hold harmless the Initiative and its affiliates and members, officers, and employees, of and from all claims by third parties arising from (a) any breach by You of this Agreement; (b) any claims that content created by You that incorporates or uses the CGP Content infringes on another party’s intellectual property, including but not limited to copyright, trademark, patent, trade secret, right of publicity, or any other form of intellectual property, or (c) any negligence or intentional conduct by You.