The Heterogeneous System Architecture Foundation (“HSA Foundation”) grants you (“You”) limited permission to use the trademark(s) of the HSA Foundation (“HSA Foundation Trademarks”) provided herein in accordance with the terms and conditions provided below, but does not include permission to use the HSA Foundation Trademarks on Your product packaging.
The HSA Foundation Trademarks include the following:
You must agree to abide by these terms and conditions before you download, copy, or use the HSA Foundation Trademarks. Any such downloading, copying or use indicates your acceptance of these terms and conditions. If you do not agree to these terms and conditions, do not download, copy, or use the HSA Foundation Trademarks in any way.
Terms & Conditions
You shall use the HSA Foundation Trademarks only in the manner specified by HSA Foundation in the respective HSA Foundation Trademark and/or Logo Usage Guidelines (individually or collectively “Guidelines”) provided by HSA Foundation. The Guidelines may be modified by HSA Foundation from time to time.
You must comply with the following terms, conditions and requirements:
- You will not use the HSA Foundation Trademarks on any posters, brochures, signs, websites, or other marketing materials without the consent of the HSA Foundation.
- You will supply HSA Foundation, for HSA Foundation’s written approval (which shall not be unreasonably withheld), representative specimens of any marketing, advertising, promotion, and sales materials bearing an HSA Foundation Trademark at least ten (10) business days prior to use of said materials. HSA Foundation will respond within ten (10) business days of receipt of said product or materials, and failure to respond will be deemed approval. Following approval, You will only be required to submit for approval any additional samples that substantially differ from those previously approved.
- You must always reproduce the HSA Foundation Trademarks from the electronic artwork provided in the applicable Guidelines. You may not alter the HSA Foundation Trademarks in any way (including but not limited to separating elements of any logo; rotating or animating any logo; translating words into a different language; adding words, images or numbers; altering the proportional size or spacing of elements of any logo; changing the font of words in any logo), whether used in print or electronic form.
- You will use the HSA Foundation Trademarks solely as a means of communicating your support for the HSA Foundation or communicating the compatibility or interoperability with Your products or software, and not for promoting any other goods and/or services.
- Your company name, logo or product name must appear on any materials where an HSA Foundation Trademark is used.
- You will not combine the HSA Foundation Trademarks with any other trademark, trade name, other logo, words, graphics, photos, slogans, numbers, design features, or symbols.
- You will not use the HSA Foundation Trademarks in any way that may imply that the HSA Foundation is sponsoring or endorsing, or that may create any confusion regarding the HSA Foundation’s association with, any product, software, service, activity, publication or event without the express written consent of the HSA Foundation.
- You will not refer to any product, software or service as being certified by the HSA Foundation unless/until such product, software or service has successfully undergone the requisite compliance testing or other certification process administered by or on behalf of the HSA Foundation (as/if applicable) and You have received the express authorization from the HSA Foundation to do so.
- You will not use the HSA Foundation Trademarks in any manner that may disparage the HSA Foundation or its activities or the HSA Foundation Trademarks or otherwise impair the validity, scope, title or goodwill of HSA Foundation in the HSA Foundation Trademarks.
- In each publication or other item produced or caused to be produced by You that includes any HSA Foundation Trademark, You agree to provide a specific trademark attribution that uses a ™ and acknowledges the HSA Foundation as the owner of the trademark(s) used. Such acknowledgement shall be in a customarily used font size and at least as large as any other trademark attribution.
- You acknowledge that HSA Foundation is the sole and exclusive owner of the HSA Foundation Trademarks and the goodwill associated therewith. You will not, either during or after the term of this Agreement, contest, attack or dispute, or assist another party in contesting, attacking or disputing, the HSA Foundation’s title or rights in the HSA Foundation Trademarks.
- You shall defend, indemnify and hold HSA Foundation harmless from and against any claims, lawsuits, judgments, losses, damages, costs and attorney’s fees at all levels of proceedings arising from Your unauthorized or negligent use of the HSA Foundation’s Trademarks.
- You will inform the HSA Foundation, within a reasonable time, of any unauthorized use of the HSA Foundation Trademarks that comes to Your attention. The HSA Foundation shall have the right, but not the obligation, to take action against any unauthorized user.
- You will not modify the HSA Foundation Trademarks to infringe the copyright, trademark or common law rights of any person or entity. You represent and warrant that nothing contained in material produced by You that incorporates the HSA Foundation Trademarks will constitute a libel or slander against, or violate or infringe upon any right, common law or otherwise, of any kind or nature whatsoever, of any person or entity, including, without limitation, any right of privacy or publicity.
Indemnity
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE HSA FOUNDATION AND ITS LICENSORS, AND ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES OR AGENTS, FROM AND AGAINST ANY AND ALL LOSS, DAMAGE, LIABILITY AND OTHER EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), RESULTING FROM YOUR BREACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT OR FROM ANY OTHER IMPROPER USE OF THE HSA FOUNDATION TRADEMARKS.
Warranty Disclaimer
ALL MATERIALS PROVIDED BY HSA FOUNDATION, INCLUDING THE HSA FOUNDATION TRADEMARKS, ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE HSA FOUNDATION HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE HSA FOUNDATION TRADEMARKS, INCLUDING ALL WARRANTIES, IMPLIED OR EXPRESS, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL HSA FOUNDATION BE LIABLE FOR ANY DAMAGES WHATSOEVER, (INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM LOSS OF USE, DATA OR PROFITS), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORT RELATED ACTION, ARISING OUT OF, OR IN CONNECTION WITH, OR IN CONTEMPLATION OF THE USE OR PERFORMANCE OF THE HSA FOUNDATION TRADEMARKS, EVEN IF HSA FOUNDATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Termination
Your failure to comply with the terms and conditions of this Agreement may result in an immediate termination of this Agreement. The HSA Foundation reserves the right to withdraw permission to use the HSA Foundation Trademarks at any time in its sole discretion. Upon the expiration or termination of this Agreement, the rights and licenses granted hereby to You shall immediately terminate and You shall immediately cease to use the HSA Foundation Trademarks.
Other
Any claim arising under or relating to this Agreement shall be governed by and construed in accordance with, the substantive laws of the State of Texas, without regard to principles of conflict of laws. Each party hereto submits to the jurisdiction of the state and federal courts of Travis County and the Western District of Texas for the purposes of all legal proceedings arising out of or relating to this Agreement or the subject matter hereof. Each party waives any objection that it may have to contest such forum.
Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.
The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
This Agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous oral agreements with respect to the subject matter of this Agreement.
If You have any questions regarding the terms and conditions of this Agreement, please contact the HSA Foundation at info@hsafoundation.com.
If You do not agree to abide by the terms and conditions of this Agreement, then you may not use the HSA Foundation Trademarks.