Mass Save Co-Brand License Addendum
This Co-Brand License Addendum (“Addendum”) modifies the Mass Save Heat Pump Installer Network Participation Agreement (“Agreement”).
WHEREAS, the Sponsors are the owner of the registered service mark “Mass Save”, as set forth on Exhibit A hereto (the “Mark”) and are also the owner of both the partner service mark as set forth on Exhibit B hereto (the “Partner Mark”) and the HPIN service mark as set forth on Exhibit C hereto (the “HPIN Mark”, collectively with the Mark and Partner Mark, the “Mass Save Marks”);
WHEREAS the Sponsors desire to develop energy efficiency programs (the “Energy Efficiency Programs”) and the Participating Contractor wishes to use the HPIN Mark in association with products and services it offers which promote the Energy Efficiency Programs; and
WHEREAS the Participating Contractor recognizes the vital importance of protecting the Sponsor’s exclusive and valuable rights in and to the Mass Save Marks and the goodwill symbolized thereby.
NOW THEREFORE, in consideration of the terms of this Addendum, the Participating Contractor agrees to the following:
- Grant of License: The Sponsors hereby grant to the Participating Contractor a non-transferable, nonexclusive, revocable license to use the HPIN Mark only in Massachusetts (the “Territory”) during the Term (as defined in the Agreement) to promote the Energy Efficiency Programs in accordance with the Mass Save Heat Pump Installer Brand Guidelines as set forth in Exhibit D hereto, which the Sponsors may modify from time to time with notice to the Participating Contractor of such modifications (the “Brand Guidelines”). Note this does not grant the Participating Contractor a license to use the Mark or the Partner Mark unless expressly given consent elsewhere.
- Participating Contractor Commitments:
- Participating Contractor shall use the HPIN Mark to promote the Energy Efficiency Programs and heighten public awareness of the Mass Save brand and campaign.
- Participating Contractor shall comply with the Brand Guidelines.
- Quality Control of Usage of HPIN Mark:
- All uses of the HPIN Mark must appear identical in substance to the HPIN Mark as it appears on Exhibit C. All uses of the HPIN Mark shall comply with the then current Brand Guidelines.
- Prior to any use of the HPIN Mark, Participating Contractor must obtain, at Participating Contractor’s sole expense, prior written approval of such use by the Program Vendor. Such request shall include a representative sample of the proposed use of the HPIN Mark, including, but not limited to, advertising or other promotional materials, signs, packaging, and/or labels.
- If the Sponsors determine that one or more of the Participating Contractor’s uses of the HPIN Mark is in any manner inconsistent with the terms of this Addendum, including any exhibits hereto, then the Sponsors shall so notify the Participating Contractor, and the Participating Contractor shall immediately cease all such disapproved uses of the HPIN Mark. Failure of the Participating Contractor to comply with the Sponsors’ instructions shall result in the immediate termination of the use of the HPIN Mark and this Addendum.