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The term of this Agreement is twelve (12) months from the later of (i) signature date of this
order form or (ii) the date of publication of the list that the Badge relates to (“List”) if the
Badge was ordered in advance of publication (“Term”). If the Licensee elects the optional
two-year license extension by selecting the applicable checkbox on the order form and
remits payment of the corresponding fees, the Term shall be extended to twenty-four (24)
months for the package selected, with all other terms and conditions of this Agreement
remaining unchanged and in full force and effect.
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In consideration for payment as provided in the invoice, Gannett Media Corp. (“Gannett”),
owner of USA Today and the official badge pictured in this Order Form (“Badge”), and
Plant-A Insights Group LLC (“Plant-A”) collectively referred to as “Licensor” grant to the
licensee signing an order form (“Licensee”) a non-exclusive, worldwide, non-transferable,
non-transferable, non-sublicensable license during the Term to use the List Badge for the
purposes described (“Permitted Purpose”).
Licensee shall not (i) use the List Badge other than for the Permitted Purpose, (ii) imply any
endorsement by Gannett or Plant-A of Licensee’s business other than inclusion on the
applicable “best of” list (“List”), or (iii) attribute any statement to Gannett or Plant-A beyond
the recognition described in the List and Badge.
Licensee shall ensure its use of the Badge complies with applicable laws. Licensee shall not
alter the Badge in any manner. Licensee shall promptly provide examples of its Badge use
upon request.
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Licensee represents and warrants that (i) it is the party named in the List and (ii) it has not
engaged, and shall not engage, in any activity that (A) violates any law or third party right,
(B) tends to bring Licensee into public disrepute, contempt, scandal, or ridicule, or tends to
shock, insult, or offend any protected class or group or the majority of the public, and/or
(C) may in any way harm or adversely reflect on the name, goodwill or reputation of
Gannett or Plant-A or its respective products or trademarks, in Licensor’s good faith
judgment (“Negative Acts”).
Gannett and Plant-A each severally represents and warrants, as to its respective intellectual
property in the Badge, that it has the right to grant the license herein, but makes no other
representation or warranty, express or implied or statutory, including warranties of
merchantability, non-infringement, or fitness for a particular purpose.
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Licensor may terminate this Agreement immediately upon written notice if Licensee (i)
commits any Negative Act or (ii) any underlying data changes such that Licensee would no
longer qualify for inclusion in the List. Licensor may also terminate this Agreement if
Licensee materially breaches any other term of this Agreement and does not cure the
breach within 30 days of written notice.
Upon termination or expiration of this Agreement, Licensee’s right to use the Badge and all
other rights granted hereunder shall immediately terminate.
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a. Licensee shall defend, indemnify, and hold harmless Gannett and Plant-A and
their respective affiliates, successors, assigns, employees, agents, officers, owners, and
directors from and against all liabilities, obligations, losses, damages, costs, and expenses
(including reasonable attorneys’ fees) arising out of or relating to Licensee’s breach of this
Agreement or violation of any third-party intellectual property right.
b. Gannett and Plant-A shall each severally defend, indemnify, and hold harmless
Licensee and its affiliates, heirs, successors, assigns, employees, agents, officers, owners,
and directors from third-party claims arising out of alleged violations of third-party
intellectual property rights relating to their respective intellectual property in the Badge.
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Except for obligations in Section 5, neither Gannett nor Plant-A nor their affiliates shall be
liable for any damages, including indirect, incidental, special, consequential, exemplary,
punitive damages, or loss of revenue or profits arising from use of the Badge.
Gannett and Plant-A’s combined maximum liability shall not exceed the total amount of
fees paid for the Badge license.
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Net payment terms are 15 days from the invoice date. Failure to make timely payment will
result in a 2% late payment fee applied every 30 days on the outstanding balance.
Late payment fees will be calculated from the due date and added to the invoice. Plant-A
will issue written notice of late payments and reserves the right to modify this schedule
with prior written notice.
Credit card payments will incur a 3.5% processing fee, included in the total invoice amount.
