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Terms and Conditions for Use of Raleigh Tree Mark

The City of Raleigh (the “City”) licenses use of its trademarked logo (referenced herein, as defined below, as the “Tree Mark”) to certain external partners upon their application to the City for use of the Tree Mark in conjunction with the promotion and offering of specific programs or events.

Through submission of a permission request application, and as a condition of any granting by City of permission for an applicant to use the Tree Mark for the Licensed Purpose, the applicant must agree to be bound to the following terms and conditions, which terms and conditions shall also constitute a license agreement between the applicant, as Licensee, and the City, as Licensor, for limited use of the Tree Mark.

1. Licensed Marks.

The City has developed and owns and controls all right, title and interest in and to the following “Tree Mark” logo:

The Tree Mark logo is used alone and also in association with the word “Raleigh” in various embodiments and formats governed by the Raleigh Brand Guidelines Book (the “Brand Book”). The Tree Mark logo as used with and without the term Raleigh in such various embodiments and formats are hereinafter collectively referred to as the “Licensed Marks.”

2. Grant of License.

2.1 Subject to acceptance of the Licensee’s permission request application and compliance with these terms and conditions, City may grant Licensee a limited, non-transferable, non-sub-licensable, non-exclusive, revocable license to use the Licensed Marks only in association with the Licensed Purpose as specified in Section 2.2 below (the “License”).

2.2 The “Licensed Purpose” shall mean use in conjunction with the promotion and offering of the specific program or event delineated in the Licensee’s permission request application as approved by City with any further limitations, restrictions or other stipulations.

2.3 Licensee acknowledges and agrees that the grant of this License does not otherwise entitle Licensee to do business with or within the City without obtaining permits and licenses otherwise ordinarily required.

3. Ownership.

Licensee acknowledges and agrees that City shall solely own and control all rights, title and interest in and to the Licensed Marks, including all trademark rights, and retains all such rights and associated goodwill therewith. Without limiting the foregoing, any goodwill generated by Licensee’s use of the Licensed Marks shall inure to the ultimate benefit of City. Licensee acknowledges that it is not, and will not become by virtue of the License, the owner of any right, title or interest in and to the Licensed Marks in any form or embodiment.

4. Usage and Quality Control.

4.1 Licensee represents to the best of its knowledge that the information set forth in Licensee’s permission request application is true and accurate.

4.2 Licensee agrees that Licensee shall not use the Licensed Marks for any purposes other than the Licensed Purpose and shall not exceed the scope of the License. Licensee shall have no right to distribute or sell objects, such as souvenirs, apparel or decorative items, that bear, as part of the design, the Licensed Marks, without the express prior written permission of City for such item.

4.3 With respect to the form of the usage of the Licensed Marks, Licensee shall adhere to all guidelines and restrictions promulgated by City governing use of the Licensed Marks, including, without limitation, adherence to the usage guidelines set forth in the Brand Book.

4.4 Licensee further covenants and agrees that Licensee shall (i) not use the Licensed Marks any way that will bring ill-repute or otherwise diminish the value, reputation and goodwill of the Licensed Marks; (ii) cooperate with City in facilitating control of the nature and quality of Licensee’s use of the Licensed Marks; and (iii) supply City with specimens of Licensee’s use of the Licensed Marks upon request.

4.5 Licensee may be provided with digital media files to be used for reproducing the Licensed Marks. These digital files will provide conforming examples and templates of the Licensed Marks consistent with the Brand Book. Licensee’s name, logo, brand or trademark may not be inserted within or overlap the boundaries of the Licensed Marks.

5. No Warranty.

The Licensed Marks are provided “as is,” and City does not make and hereby disclaims, any representation, guaranty or warranty of any kind with respect to the Licensed Marks.

6. Indemnification.

Licensee agrees to and shall indemnify, defend and hold harmless City from and against any and all damages, injuries, liabilities, costs and expenses, including, but not limited to, actual legal fees and costs that may be incurred by City or claimed by any third parties against City in connection with (i) any of Licensee’s wares, services or activities including, without limitation, any program or event promoted and/or offered as part of the Licensed Purpose; (ii) any negligent or wrongful conduct by Licensee; (iii) Licensee’s use of the Licensed Marks; and/or (iv) any breach of these terms and conditions.

7. Term and Termination.

The term of the License shall be commensurate with the period of promotion and the offering of the event or program covered by the Licensed Purpose. Without prejudice to any other rights, City may terminate the License if Licensee fails to comply with these terms and conditions. Upon termination of the License, Licensee shall immediately cease any further use of the Licensed Marks. Any provisions of these terms and conditions which by their terms impose continuing obligations will survive termination of the License.

8. Modifications. 

The City may modify these terms and conditions and the License from time to time on a going-forward basis. City will notify Licensee of any such changes by email. Any such modifications shall become effective upon Licensee ‘s continued us of the Licensed Marks after notification of such modifications. If Licensee does not agree to any changes, Licensee must immediately cease any further use of the Licensed Marks. Licensee gives City permission to email Licensee for the purpose of notification as described in this Paragraph.

9. General Provisions.

9.1 Licensee is responsible for compliance with all applicable laws. 

9.2 These terms and conditions and the License will be governed by the laws of the State of North Carolina. Any legal suit, action or proceeding arising out of, or related to, these terms and conditions shall be instituted exclusively in the state or federal courts of Wake County, North Carolina.

9.3 These terms and conditions and the License are personal to Licensee, and Licensee may not transfer, assign or delegate its right and/or duties hereunder to anyone else and any attempted assignment or delegation is void. 

9.4 Licensee acknowledges that City has the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of Licensee’s obligations hereunder.

9.5 Any delay or failure by City to exercise or enforce any right or provision of these terms and conditions and/or the License will not constitute a waiver of such right or provision. No waiver by City shall have effect unless such waiver is set forth in writing and signed by City; nor shall any such waiver of any breach or default constitute a waiver of any subsequent breach or default.

9.6 These terms and conditions constitute the complete and exclusive agreement between Licensee and City with respect to their subject matter, and supersede all prior oral or written understandings, communications or agreements.