HubSpot AdWords License Agreement - CONFIDENTIAL v. 5.19.17 1 HubSpot AdWords Trademark License Agreement Company Name (“Company”): Oodles Technologies Pvt Ltd Company Address: Unit No. 159, Tower B1, Spaze I-Tech Park, Sector 49, Sohna Road, Gurgaon, India, 122018 Unit No. 951-955, Tower B1, Spaze I-Tech Park, Sector 49, Sohna Road, Gurgaon, India, 122018 Company Website: https://www.oodlestechnologies.com/, Microsite - https://erpsolutions.oodles.io This HubSpot AdWords Trademark License Agreement (“AdWords License Agreement”) is entered into by and between HubSpot, Inc. (“HubSpot”) and Company, effective as of the date of HubSpot’s signature below. This AdWords License Agreement includes Exhibit A, attached hereto, which is incorporated by reference. 1. License Grant. Subject to the terms and conditions contained in this AdWords License Agreement, HubSpot grants to Company a revocable, limited, nonexclusive, nontransferable, nonassignable, nonsublicenseable, worldwide, royalty-free, license to use and display the Licensed Trademarks solely for the Licensed Use, as described on Exhibit A. 2. Use Terms and Restrictions. Company must: (i) only use the Licensed Trademarks for the Licensed Use; (ii) comply with all the terms and conditions of this AdWords License Agreement; (iii) immediately comply if HubSpot requests that Company discontinue use, and (iv) otherwise abide by HubSpot’s Trademark Usage Guidelines available at https://www.hubspot.com/tm-usage-guidelines. Company must not use the Licensed Trademarks, directly or indirectly, in connection with content that: (i) is misleading or disparaging; (ii) could be construed or implied as HubSpot’s disparagement of another partner, including without limitation, of Salesforce.com, Inc., (iii) promotes misleading or false statements, (iv) implies HubSpot endorses, sponsors or approves of Company’s or another party’s services or products; (v) violates applicable law, or (vi) is obscene, indecent, or unlawful. 3. Ownership. The Licensed Trademarks are protected by intellectual property laws. The Licensed Trademarks belong to and are the property of HubSpot and HubSpot retains all ownership rights in them. Company agrees not to copy, rent, lease, sell, distribute, or create derivative works based on the Licensed Trademarks in whole or in part, by any means, except as expressly authorized in writing by HubSpot. The Licensed Trademarks, HubSpot, the Sprocket Design, the HubSpot logos, and other marks that HubSpot uses from time to time are HubSpot’s trademarks and Company may not use them without HubSpot’s prior written permission. No right, title or interest in the Licensed Trademarks is granted to Company, except for the limited right to use the Licensed Trademark as expressly described in this AdWords License Agreement. 4. Indemnification; No Warranties; No Liability. Company will indemnify, defend and hold HubSpot harmless, at Company’s expense, against any claim, suit, action, or proceeding brought against HubSpot (and its officers, directors, employees, agents, service providers, licensors, and affiliates) arising out of Company’s breach of this AdWords License Agreement. TO THE EXTENT PERMITTED BY LAW, THE LICENSED TRADEMARKS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. HUBSPOT DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE LICENSED TRADEMARKS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL HUBSPOT HAVE ANY LIABILITY WHATSOEVER ARISING FROM COMPANY’S USE OF THE LICENSED TRADEMARKS. 5. Termination. Either Party may terminate this AdWords License Agreement upon five (5) days’ prior written notice to the other party. HubSpot may terminate this AdWords License Agreement immediately, if: (i) Company becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors, (ii) Company breaches the terms and conditions of this AdWords License Agreement, or (iii) HubSpot determines that Company is acting, or has acted, in a way that has or may negatively reflect on or affect HubSpot, its prospects, its partners, or its customers. Upon termination of this AdWords License Agreement, Company shall immediately cease all future use and display of the Licensed Trademarks. 6. Confidentiality. The terms of this AdWords License Agreement are considered confidential and Company may not share them with any other party, except for its agents or third party contractors who have a need to know for a legitimate business purpose and provided that they are bound by adequate confidentiality obligations to maintain the confidentiality of the terms. FOR GOOD AND VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THIS ADWORDS LICENSE AGREEMENT IS AGREED TO BY THE PARTIES AUTHORIZED REPRESENTATIVES: Company HubSpot, Inc. Signature:_________________________ Signature: _________________________ Name: ____________________________ Name: ________________________ Title: _____________________________ Title: ________________________ Date: _____________________________ Date: ________________________ the “Effective Date”) DocuSign Envelope ID: 8800F117-01C1-4D60-B42B-F95071DDE589 Abhimanyu Singh Director Technology 1/9/2019 1/9/2019 Marketing Manager Carolyn Meenan
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HubSpot AdWords License Agreement - CONFIDENTIAL v. 5.19.17
1
HubSpot AdWords Trademark License Agreement
Company Name (“Company”): Oodles Technologies Pvt Ltd
Company Address: Unit No. 159, Tower B1, Spaze I-Tech Park, Sector 49, Sohna Road, Gurgaon, India, 122018 Unit No. 951-955, Tower B1, Spaze I-Tech Park, Sector 49, Sohna Road, Gurgaon, India, 122018
Company Website: https://www.oodlestechnologies.com/, Microsite - https://erpsolutions.oodles.io
This HubSpot AdWords Trademark License Agreement (“AdWords License Agreement”) is entered into by and between HubSpot, Inc. (“HubSpot”) and Company, effective as of the date of HubSpot’s signature below. This AdWords License Agreement includes Exhibit A, attached hereto, which is incorporated by reference. 1. License Grant. Subject to the terms and conditions contained in this AdWords License Agreement, HubSpot grants to Company a
revocable, limited, nonexclusive, nontransferable, nonassignable, nonsublicenseable, worldwide, royalty-free, license to use and display the Licensed Trademarks solely for the Licensed Use, as described on Exhibit A. 2. Use Terms and Restrictions. Company must: (i) only use the Licensed Trademarks for the Licensed Use; (ii) comply with all the
terms and conditions of this AdWords License Agreement; (iii) immediately comply if HubSpot requests that Company discontinue use, and (iv) otherwise abide by HubSpot’s Trademark Usage Guidelines available at https://www.hubspot.com/tm-usage-guidelines. Company must not use the Licensed Trademarks, directly or indirectly, in connection with content that: (i) is misleading or disparaging; (ii) could be construed or implied as HubSpot’s disparagement of another partner, including without limitation, of Salesforce.com, Inc., (iii) promotes misleading or false statements, (iv) implies HubSpot endorses, sponsors or approves of Company’s or another party’s services or products; (v) violates applicable law, or (vi) is obscene, indecent, or unlawful. 3. Ownership. The Licensed Trademarks are protected by intellectual property laws. The Licensed Trademarks belong to and are the
property of HubSpot and HubSpot retains all ownership rights in them. Company agrees not to copy, rent, lease, sell, distribute, or create derivative works based on the Licensed Trademarks in whole or in part, by any means, except as expressly authorized in writing by HubSpot. The Licensed Trademarks, HubSpot, the Sprocket Design, the HubSpot logos, and other marks that HubSpot uses from time to time are HubSpot’s trademarks and Company may not use them without HubSpot’s prior written permission. No right, title or interest in the Licensed Trademarks is granted to Company, except for the limited right to use the Licensed Trademark as expressly described in this AdWords License Agreement. 4. Indemnification; No Warranties; No Liability. Company will indemnify, defend and hold HubSpot harmless, at Company’s
expense, against any claim, suit, action, or proceeding brought against HubSpot (and its officers, directors, employees, agents, service providers, licensors, and affiliates) arising out of Company’s breach of this AdWords License Agreement. TO THE EXTENT PERMITTED BY LAW, THE LICENSED TRADEMARKS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. HUBSPOT DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE LICENSED TRADEMARKS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL HUBSPOT HAVE ANY LIABILITY WHATSOEVER ARISING FROM COMPANY’S USE OF THE LICENSED TRADEMARKS. 5. Termination. Either Party may terminate this AdWords License Agreement upon five (5) days’ prior written notice to the other party.
HubSpot may terminate this AdWords License Agreement immediately, if: (i) Company becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors, (ii) Company breaches the terms and conditions of this AdWords License Agreement, or (iii) HubSpot determines that Company is acting, or has acted, in a way that has or may negatively reflect on or affect HubSpot, its prospects, its partners, or its customers. Upon termination of this AdWords License Agreement, Company shall immediately cease all future use and display of the Licensed Trademarks. 6. Confidentiality. The terms of this AdWords License Agreement are considered confidential and Company may not share them with
any other party, except for its agents or third party contractors who have a need to know for a legitimate business purpose and provided that they are bound by adequate confidentiality obligations to maintain the confidentiality of the terms. FOR GOOD AND VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THIS ADWORDS LICENSE AGREEMENT IS AGREED TO BY THE PARTIES AUTHORIZED REPRESENTATIVES: Company HubSpot, Inc.