OneKey™ MLS, LLC Trademark
Your use of any of the logos and other trademarks (“Licensed Marks”) provided by OneKey™ MLS, LLC (“OneKey™”), and available on the OneKeymlsny.com website is governed by these terms (“Terms”). This is an agreement between you (“Licensee”) and OneKey™ for those Licensed Marks owned by OneKey™. (The ownership of the Licensed Marks will be readily apparent, as the marks are source identifiers). By downloading or using any of the Licensed Marks Licensee agrees to the following:
- License. Subject to these Terms, OneKey™ grants to Licensee a limited, non-exclusive, non-transferable, royalty-free right to use that organization’s Licensed Marks solely in conformance with Exhibit A below.
- Ownership. OneKey™ solely and exclusively owns that organization’s Licensed Marks. Except to the extent granted by these Terms, no transfer of any other rights is intended. Licensee agrees not to do anything inconsistent with OneKey™’s ownership of the Licensed Marks.
- Licensee Warranties. Licensee warrants that (a) he/she is a OneKey™ Participant or Subscriber in good standing (b) that Licensee does and shall comply with OneKey™ rules, regulations, and other policies (c) Licensee’s website does not have any unlawful material or purpose, and does not infringe or violate any patents, copyrights, trademarks, trade secrets or other proprietary rights of any third party; and (d) there is no claim, litigation or proceeding pending or threatened with respect to the Licensee’s website.
- Termination. OneKey™ may terminate or suspend Licensee’s license to use the Licensed Marks for any or no reason. In the event of any suspension or termination of these Terms, Licensee shall make no further use of the Licensed Marks or any derivative works based on it until and unless Licensee’s rights under these Terms are restored.
- Applicable Law. The laws of the State of New York shall govern these Terms and their interpretation. Any action to enforce or interpret these Terms shall have venue in Suffolk County, New York, and the parties hereby submit to personal jurisdiction in that venue.
- Survival of Obligations. Sections 2, 3, and 5 through 16 shall survive termination or expiration of these Terms.
- Limitation of Liability/Exclusion of Warranties. LICENSEE ASSUMES RESPONSIBILITY FOR ANY AND ALL LOSSES OR DAMAGES THAT ARISE OUT OF LICENSEE’S USE OF THE LICENSED MARKS. IN NO EVENT SHALL ONEKEY™ BE LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER ARISING FROM ANY BREACH OF THESE TERMS, EVEN IF ONEKEY™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; LICENSEE’S SOLE REMEDIES AGAINST ONEKEY™ HEREUNDER SHALL BE TERMINATION OF THESE TERMS AND DIRECT DAMAGES NOT IN EXCESS OF THE AMOUNTS OF $100. ONEKEY™ PROVIDES THE LICENSED MARKS ON AN “AS IS” BASIS AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES EXCEPT THOSE EXPRESSLY SET FORTH IN THESE TERMS. THIS PARAGRAPH SETS OUT LICENSEE’S EXCLUSIVE REMEDIES, AND UNDER NO CIRCUMSTANCES SHALL LICENSEE BE ENTITLED TO EQUITABLE REMEDIES. ONEKEY™ MAKES NO WARRANTIES, INCLUDING THOSE OF TITLE, AVAILABILITY, OR NON-INFRINGEMENT, REGARDING THE LICENSED MARKS.
- Attorney’s Fees. If OneKey™ prevails in any action to enforce or interpret these Terms or any provision hereof, it shall be entitled to its reasonable attorney’s fees and costs for such legal action.
- Indemnification. Licensee shall indemnify OneKey™, their subsidiaries and affiliated companies, and all of their respective employees, members, managers, 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 Licensees breach of any provision of these Terms and (b) based on or from Licensee’s use of the Licensed Marks, except for claims arising solely on the basis that the unaltered Licensed Marks infringe a third party’s trademark or copyright rights. OneKey™ 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. OneKey™ shall be entitled to engage their own counsel at their expense.
- Notice. All notices to be given under these Terms 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. OneKey™ shall use the postal address and email address associated with Licensee’s account for notices provided to Licensee. OneKey™’s contact information for notices is below and subject to change upon notice to you.
Jim Speer, CEO
OneKey™ MLS, LLC
300 Sunrise Highway
West Babylon, NY 11704
- No Waiver. No waiver or modification of these Terms is valid or enforceable unless reduced to writing and signed by the party who is alleged to have waived its rights or to have agreed to a modification.
- No Assignment. No party may assign, delegate, or otherwise transfer any of its rights or obligations under these Terms (each a “Transfer”) to any other party without the prior written consent of the other party. Any purported Transfer in contravention of this paragraph is null and void.
- Entire Agreement; Amendment. These Terms contains the full and complete understanding of the parties regarding the subject matter of these Terms and supersedes all prior representations and understandings, whether oral or written, relating to the same subject matter. OneKey™ may amend these Terms by providing 30 days’ advance notice of the amendment to Licensee; if Licensee continues to use the Licensed Marks after the expiration of the 30-day notice period, Licensee will be deemed to have agreed to the terms as amended.
- Relationship of the Parties. The relationship of OneKey™ to the Licensee is that of independent contractor. No party shall be deemed to be the agent, partner, joint venturer, franchisor or franchisee, or employee of OneKey™ or have any authority to make any agreements or representations on the behalf of OneKey™. Each party shall be solely responsible for the payment of compensation, insurance, and taxes of its own employees.
- Severability. Each provision of these Terms 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 these Terms 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. If any provision of Section 7 or 9 is held invalid or unenforceable, these Terms shall immediately terminate unless the parties agree to the contrary.
- Precedence. In the event of any conflict between the terms of the main body of these Terms and any Exhibit to these Terms, the terms of the body of the Agreement shall prevail.
Exhibit A – Licensed Mark Display Requirements
Licensee may use the Licensed Marks only on Licensee’s website, business cards, letterhead, signage, and other advertising (“Licensee Products”) and only in compliance with these Terms.
If at any time these Terms are terminated or suspended by OneKey™, Licensee will immediately and thenceforth eliminate the Licensed Marks as applicable from, and refrain from using the Licensed Marks on any Licensee Products.
It is vitally important to the preservation of the Licensed Marks that the public consistently recognizes the Licensed Marks as identifiers of OneKey™ as a source of Licensed Marks. To assure that the Licensed Marks are not used inadvertently and improperly, Licensee may use the Licensed Marks only in a context in which they will be understood by the public to denote OneKey™ as the source of the Licensed Marks.
The Licensee must use the Licensed Marks in the exact style and form as provided by OneKey™. Licensee shall not alter any of the Licensed Marks in any way during reproduction, except that Licensee may alter the size of a Licensed Mark, provided the aspect ratio remains the same and each element of the Licensed Mark remains legible.
Without limiting the generality of the previous paragraph, Licensee shall never make any of the following uses of the Licensed Marks:
• Redraw, round the corners, reshape, trace, tilt, intersect, photographically alter or otherwise distort the Licensed Marks.
• Use any of the Licensed Marks as part of a company or individual name, or as any part of a domain name, URL, or web address.
• Superimpose any of the Licensed Marks over any graphic pattern or design.
• Combine any of the Licensed Marks with any other symbol or device.
• Outline or frame any of the Licensed Marks.
Licensee will not use the Licensed Marks (a) in any manner that suggests OneKey™’s endorsement or recommendation of Licensee or Licensee Products or otherwise creates a false association with OneKey™; (b) on promotional merchandise (such as mugs, T-shirts, mouse pads or other merchandise) or in any way other than in connection with the Product; (c) in any modified or changed format or appearance; (d) on or in connection with anything that is unlawful or encourages unlawful conduct; or (e) in any other way which disparages the Licensed Marks or OneKey™.
Licensee may not use any of the Marks or any portion of them as part of any domain name or web site name of Licensee. Licensee may not use any of the Licensed Marks as a hypertext link, as such a use can suggest an endorsement or recommendation of the linked site by OneKey™. The only exception is to establish a link to OneKey™’s web site.