1. As a winner of the  Adweek Hot List and/or Reader's Choice Poll, Adweek hereby grants you the revocable right to use the Adweek  Seal of Approval licensed by you (the “Seal”),  in connection with the award winning brand/media (the “Product”)  subject to the following:

a. The Seal must be used in its entirety and in the exact form provided, including without limitation, the date (although it may be made smaller or larger as needed  provided each element of the Seal remains proportionate);

b. The Seal may only be used on: press releases; marketing or promotional materials used separately in connection with the Product; the marketing and sales section of any website of the Product; on material contained in an advertising media kit; or, on any “direct to trade” marketing materials; and

c. The Seal may only be used in connection with the Product and is not transferable for use in connection with any other product or product extension. 

2. You agree that, in the exercise of the rights granted hereunder, you will not state or imply either directly or indirectly that the Product, you, or your activities are supported, endorsed, or sponsored by Adweek and, upon Adweek’s direction, you shall issue express disclaimers to that effect. 

3. Adweek shall continue to own all rights, title and interest in and to the Seal and you shall not acquire any such rights by virtue of your use of the Seal. All goodwill derived from use of the Seal shall inure to the benefit of Adweek.

4. The Seal may not be used in any manner which could constitute trade disparagement or which is libelous, obscene, defamatory or derogatory to Adweek or any other person or entity.  

 

5. Adweek makes no representations or warranties with respect to the Seal.  You will indemnify and hold Adweek, its parent and affiliates, and their officers, directors, employees or agents harmless from and against any and all damages, costs and expenses (including reasonable attorney’s fees) arising out of any claims related to your use of the Seal

6. No waiver once by Adweek of a term or condition hereunder shall affect its right to subsequently enforce that term or exercise any remedy.  Adweek’s right to enforce these terms shall be governed by the laws of the State of New York, without regard to conflicts of law principles.   Any disputes arising from this grant of rights shall be litigated in the courts of New York County.

  

7. Your license of the Seal shall constitute your agreement to be bound by these terms. The grant of rights hereunder is conditioned on these provisions being of full force and effect and such grant will be deemed void from the inception of your license if these terms and conditions are not deemed to govern your use of the Seal.

8. As used herein “you” shall mean either an individual licensor or, if an individual is licensing the Seal on behalf of a company or entity, then “you” shall mean the company or entity on whose behalf this Seal is being licensed. Any individual licensing the Seal hereunder hereby warrants and represents that if s/he is licensing this Seal on behalf of a company, that s/he has the full right and power to act on behalf of that company and such individual will reimburse Adweek for, and hold it harmless against, any loss it may incur due to such individual’s breach of this warranty and representation.

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