Brand Assets License and Permissions Agreement
This Brand Assets License and Permissions Agreement (“Agreement”) governs the use by third parties (“you”) of Leafly Holdings, Inc.’s (“Leafly”) Brand Assets as identified in the Leafly Branding Guidelines, including but not limited to the Leafly Logo, the “Find Us on Leafly” Logo, the Leafly Social Media Icon, the Leafly Strain Tiles, and the Leafly Colors (“Leafly Brand Assets”). Leafly can change this Agreement and its Branding Guidelines at any time by posting a revised Agreement and revised Branding Guidelines as Leafly deems necessary. Your continued use of any Leafly Brand Assets constitutes acceptance of those changes.
Section 1. LIMITED LICENSE 1.1 Subject to you abiding by this Agreement and Leafly Branding Guidelines, Leafly grants you a non-exclusive, non-assignable, non-transferable, non-sublicenseable, revocable, limited license to use the Leafly Logos, “Find Us on Leafly” logos, and/or the Leafly Social Media Icons solely for the limited purpose of inclusion on advertising materials, including print advertising, flyers, and posters. Any other proposed use of Leafly Brand Assets, including but not limited to placement on merchandise, products or packaging, is expressly prohibited unless approved in writing by Leafly in advance of such use. 1.2 You may not use the Leafly Brand Assets or any trademarks or terms confusingly similar to the Leafly Brand Assets in any way that may suggest that Leafly is affiliated with, endorses, or sponsors you or your products and/or services or that is likely to tarnish or dilute the Leafly Brand Assets. You must comply with the Leafly Branding Guidelines, which contain important restrictions, as well as examples of uses that are and are not acceptable.
Section 2. OWNERSHIP OF THE LEAFLY BRAND ASSETS 2.1 All right, title and interest in and to the Leafly Brand Assets are Leafly’s sole and exclusive property and are protected from unauthorized use and copying by U.S. and international laws, regulations and international treaties. 2.2 You acknowledge that Leafly owns all rights in the Leafly Brand Assets, and you do not acquire any rights in the Leafly Brand Assets by virtue of your use of the Leafly Brand Assets under this Agreement or otherwise. 2.3 All uses of the Leafly Brand Assets by you inure to the sole benefit of Leafly. 2.4 You agree not to challenge, directly or indirectly, Leafly’s rights in the Leafly Brand Assets or assert any right, title or interest in or to the Leafly Brand Assets or assist any third party in doing so.
Section 3. QUALITY CONTROL 3.1 If at any time your use of the Leafly Brand Assets in the sole opinion of Leafly fails to comply with the Agreement or the Leafly Branding Guidelines, Leafly will notify you in writing. You will have three (3) days from the date you receive the notice to conform your use of the Leafly Brand Assets to the Agreement and the Leafly Branding Guidelines. If you fail to conform your use of the Leafly Brand Assets to the Agreement and the Leafly Branding Guidelines, then the license granted in the Agreement shall immediately terminate and you shall immediately cease use of the Leafly Brand Assets. 3.2 For the purposes of this Agreement, an email shall constitute a writing, and you are responsible for providing accurate and current email contact information.
Section 4. TERMINATION 4.1 Either party may terminate this Agreement upon written notice. Notwithstanding the foregoing, or any other provision in this Agreement, if you are in breach of your obligations under this Agreement, including without limitation, the Leafly Branding Guidelines, Leafly has the right to terminate this Agreement immediately. 4.2 Upon any termination of this Agreement, you will promptly cease any and all use of the Leafly Brand Assets. Upon termination of this Agreement, Section 2 Ownership of the Leafly Brand Assets shall survive.
Section 5. DISCLAIMER OF WARRANTIES 5.1 The LEAFLY BRAND ASSETS ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE LEAFLY BRAND ASSETS OR THE LEAFLY SITE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE EXPRESSLY DISCLAIMED. YOU ACKNOWLEDGE THAT YOU HAVE RELIED ON NO WARRANTIES IN ENTERING INTO THIS AGREEMENT.
Section 6. LIMITATION OF LIABILITY 6.1 IN NO EVENT WILL LEAFLY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT.
Section 7. INDEMNIFICATION 7.1 You agree to indemnify, defend and hold Leafly and its licensors harmless from any and all losses, claims, damages or liability, including attorneys fees, judgments, and settlement amounts, arising out of your use of the Leafly Brand Assets including any breach by you of any of the provisions of the Agreement or any use of the Leafly Brand Assets that is not in compliance with this Agreement or the Leafly Branding Guidelines (collectively, “Claims”). Leafly agrees to give you prompt written notice of any Claim, and cooperate with you, at your reasonable request and expense, in defending or settling the Claim. You will have the obligation to defend and/or settle any Claim with respect to your use of the Leafly Brand Assets except to the extent that such defense or settlement may adversely affect ownership or validity of the Leafly Brand Assets, in which case Leafly shall have sole and exclusive authority to defend and/or settle such Claim and your indemnification obligation under this section shall not be diminished or terminated as a result.
Section 8. BINDING EFFECT; NO ASSIGNABILITY WITHOUT EXPRESS CONSENT 8.1 The terms of this Agreement and the Leafly Branding Guidelines are binding upon both you and Leafly and inure to the benefit of the successors and assigns of the parties as if they were parties to this Agreement. 8.2 None of the rights, duties or obligations under this Agreement may be assigned by you without the express written consent of an authorized Leafly representative.
Section 9. SEVERABILITY 9.1 To the extent a court of competent jurisdiction determines that any part or provision of this Agreement is unenforceable as a matter of law, such part or provision of this Agreement will be deemed severable and the remainder of this Agreement will survive and remain enforceable.
Section 10. ENTIRE AGREEMENT 10.1 This Agreement constitutes the complete and exclusive agreement between Leafly and you with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications, or agreements not specifically incorporated herein. Leafly reserves the right to modify or revoke this Agreement at any time.
Section 11. NO AGENCY, JOINT VENTURE OR AFFILIATION 11.1 No provision of this Agreement, nor any act by you or Leafly, will be deemed or construed by either of the parties or by third parties, to create any relationship of third party beneficiary, or of principal or agent, or of limited or general partnership, or of joint venture, or of any association or relationship involving you and CTA.
Section 12. NO WAIVER 12.1 Waiver by Leafly of strict performances of any provision of this Agreement or the Leafly Branding Guidelines will not be a waiver of or prejudice Leafly’s right to require strict performance of the same provision in the future or of any other provision of this Agreement.
Section 13. GOVERNING LAW 13.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Washington as applied to contracts entered into and to be performed entirely within Washington and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws that would require the application of the laws of another jurisdiction. Each party hereto consents to the jurisdiction of the courts of the State of Washington in connection with any action or proceeding arising out of this Agreement. You acknowledge and agree that a breach of your obligations with respect to use of the Leafly Brand Assets will result in irreparable harm which cannot be adequately compensated in damages and Leafly shall be entitled to injunctive and/or other equitable relief to secure enforcement thereof, in addition to any other relief or award to which it may be entitled. If either party institutes any action to enforce any rights under the Agreement, the prevailing party in such action shall be entitled, in addition to any other relief awarded by the court, to such attorney’s fees and litigation expenses as the court may award.