Kids for Peace, Inc. (“Kids for Peace”), the Carlsbad Chamber of Commerce (“CCC”) and you (“You” or “Your”) hereby agree that the following terms and conditions (the “Agreement”) govern your participation in the Kindness Certified Company Program (“KCC Program”).
1.1 This is a self-certification program.
In order to use the KINDNESS CERTIFIED COMPANY designation, You must:
- agree to the stated values and aspirations;
- comply with, to the best of your ability, the listed requirements;
- pay the applicable annual certification fee;
- complete an annual self-certification form after 365 days in the KCC Program
1.2 Modification to Certification Requirements or the Certification Program
Kids for Peace and CCC reserve the right to change the KCC Program, without cause or notice, including but not limited to changing Certification Requirements.
The most current Certification Requirements for Your applicable Certification Designation may be found on the KCC Program Website.
1.3 Certification Title Grant
Upon completion of the KCC Program sign-up process and Your receipt of Your KCC seal and certificate, and subject to the terms of this Agreement, Kids for Peace grants You a non-exclusive, non-transferable, non-assignable, non-sublicensable, personal, revocable right to designate Yourself with the applicable KCC Designation.
1.4 Logo Rights and Restrictions
Upon completion of the applicable KCC Program sign-up and Your receipt of Your KCC seal and certificate, and subject to the terms of this Agreement, Kids for Peace grants You a non-exclusive, non-transferable, personal right to use the KCC Logo on Your marketing collateral, business cards, letterhead and website. You are granted no other right, title, or license to the KCC logo or any other Kids for Peace or CCC trademarks or logos.
Your use of the KCC logo is subject to the terms of this Agreement. You agree not to use the KCC logo in any manner that would diminish, tarnish or otherwise damage Kids for Peace or CCC’s image or reputation, or the goodwill associated with the KCC logo. Upon request, You agree to promptly provide Kids for Peace and/or CCC at your expense samples of any materials bearing the KCC logo. You agree not to file any application to register any trademark, service mark, or domain name for the KCC logo or any other mark confusingly similar to the KCC logo, and not to use Kids for Peace and/or CCC trademarks or potentially confusing variation of Kids for Peace and/or CCC trademarks as part of your company name, product or service names, or domain names. You agree that the KCC logo is owned solely and exclusively by Kids for Peace. You will not, at any time during term or after the termination of this Agreement, register or attempt to register the KCC logo (or any mark confusingly similar thereto), or claim any interest in, contest the use of, or otherwise adversely affect the validity of the KCC logo anywhere in the world. You agree not to interfere with or bring any kind of action or legal or administrative proceeding in relation to the rights and title of Kids for Peace and/or CCC in or to the KCC logo or any other Kids for Peace and/or CCC trademarks or logos.
Subject to the terms of this Agreement, the Agreement shall remain in effect so long as You comply with its terms. You will be automatically reenrolled in the KCC Program after 365 days with the applicable certification fees applied using the credit card on file or by providing another form of payment. You will be notified prior to the annual re-enrollment. You may choose to opt out if you don’t want to continue being part of the KCC Program.
You may terminate this Agreement at any time upon written notice to Kids for Peace. Kids for Peace and/or CCC reserve the right to terminate this Agreement for cause and revoke Your KCC Designation at any time upon written notice to You (sent to Your last known mailing and/or email address). Cause for Termination shall include, (i) any breach of this Agreement which remains uncured for 30 days following notice of the breach by Kids for Peace, (ii) Your misrepresentation of Your KCC Designation. Upon termination of this Agreement, all rights related to Your KCC Designation, including all rights to use Your KCC Designation and the Logo, will immediately terminate. Except as provided herein, you shall have no further rights or obligations under this Agreement after termination.
2. KIDS FOR PEACE AND/OR CCC ACTION FOR NONCOMPLIANCE
You understand and agree that, if for any reason and at its sole discretion, Kids for Peace and/or CCC believe Your self-certification form does not accurately reflect Your true knowledge, understanding or accomplishments, Kids for Peace has the right (without refund of any kind) to deny You any further participation in the KCC Program and may permanently bar You from any further participation in Kids for Peace and CCC’s KCC Program.
3. REPRESENTATIONS AND WARRANTIES
You represent and warrant that (i) You will refrain from any conduct that could reflect unfavorably on or may harm the goodwill and reputation of Kids for Peace and CCC and (ii) You shall not make any representation, warranty or promise on behalf of or binding upon Kids for Peace and/or CCC..
Kids for Peace and CCC will not share, sell or provide your personal/company information to/with any third party.
You agree to indemnify, defend and hold Kids for Peace and CCC harmless against any losses, liabilities, damages, claims and expenses (including attorneys’ fees and court costs) arising out of any claims or suits, whatever their nature and however arising, in whole or in part, which may be brought or made against Kids for Peace, CCC, or its affiliates, officers, employees or assigns, in connection with: (i) any personal injury, property damage or other claims which are caused, directly or indirectly by any negligent act, omission, illegal or willful misconduct by You, (ii) Your use of misuse of KCC Designation and/or the KCC logo; (iii) Your use or misuse of Kids for Peace and CCC’s confidential information; and/or (iv) Your breach of any obligations or warranties under this Agreement.
6. LIMITATION OF LIABILITY
You acknowledge and agree that Kids for Peace and/or CCC shall have no liability to You for any claim in any way related to the KCC Program.
KIDS FOR PEACE and/or CCC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF PROFITS, REVENUE, DATA OR USE. KIDS FOR PEACE AND CCC’S LIABILITY FOR DIRECT DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE FEES PAID TO KIDS FOR PEACE UNDER THIS AGREEMENT.
7.1 Governing Law
This Agreement is governed by the substantive and procedural laws of California.
7.2 No Assignment
You may not assign your rights and/or obligations, in whole or in part, under this Agreement to any third party. Any such attempted assignment shall be null and void.
7.3 Entire Agreement
This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party; no other act, document, usage or custom shall be deemed to amend or modify this Agreement.
Created date: 04/20/2021