Auracast Location Registration

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AURACAST PUBLIC LOCATION TRADEMARK LICENSE AGREEMENT This Auracast Public Location Trademark License Agreement together with the Public Location Brand Guide for Auracast Trademarks (collectively, the “Agreement”) is entered into by and between the entity identified above in the “Company Name” field in the Auracast Location Registration online form (“Licensee”) and Bluetooth SIG, Inc., a Delaware corporation (“Bluetooth SIG”). By clicking “Agree and Submit” below, you represent to Bluetooth SIG that you are lawfully able to enter into contracts on behalf of Licensee, and have all rights necessary for execution, delivery, and performance of this Agreement. This Agreement is effective upon the date that Bluetooth SIG confirms that Licensee’s registration of its Auracast Public Location, as defined below, has been accepted by Bluetooth SIG (the “Effective Date”). Background A. Bluetooth SIG operates the standards organization that develops and maintains the specifications that define Bluetooth® technology. Bluetooth SIG is the owner of the Bluetooth word mark and logos. B. Bluetooth technology supports the ability to broadcast audio, including a defined set of audio broadcasting configurations known as Auracast™ broadcast audio. C. Bluetooth SIG is the owner of the Auracast word mark and logos as identified in the operative Public Location Brand Guide for Auracast Trademarks (“Brand Guide”) on Bluetooth SIG’s web site at https://www.bluetooth.com/auracast/public-locations/ as modified periodically by Bluetooth SIG in its sole discretion (collectively, the “Auracast Trademarks”). D. Bluetooth SIG has created a registration and licensing program whereby a public, private, or commercial venue, building, means of transport, or open space that transmits audio content by way of Auracast broadcast audio devices (each an “Auracast Public Location”) may register for publication in a searchable, public database and become licensed to use the Auracast Trademarks in connection with its registered Auracast Public Location (the “Program”). E. Licensee owns, operates, or is otherwise responsible for an Auracast Public Location and would like to advertise and promote the availability of Auracast broadcast audio at its Auracast Public Location using the Auracast Trademarks pursuant to the terms of this Agreement. 1. AURACAST PUBLIC LOCATION REGISTRATION 1.1. Requirements. Licensee represents and warrants that it has provided Bluetooth SIG with all documents and information, including but not limited to valid and accurate name, address, and location type information, as requested by Bluetooth SIG in connection with the Auracast Public Location entered by Licensee into the Auracast Location Registration online form (“Registered Auracast Location”). As long as this Agreement remains in effect, Licensee will: (a) take efforts to notify Bluetooth SIG of any changes to its contact information or information associated with its Registered Auracast Public Location; and (b) not engage in any conduct that could reflect negatively on Bluetooth SIG or in any way harm Bluetooth SIG’s reputation. 1.2. Online Publication. Licensee acknowledges that Bluetooth SIG may include information provided by Licensee about its Registered Auracast Public Location in Bluetooth SIG’s searchable, public database of Registered Auracast Public Locations. Bluetooth SIG may also use Licensee’s contact information in order to contact Licensee in connection with the Program and to provide information about other products, services, and events that may be of interest to Licensee. 2. AURACAST TRADEMARK LICENSE 2.1. Trademark License. Subject to and conditioned upon Licensee’s compliance with this Agreement, including the Brand Guide (which may be modified from time to time by Bluetooth SIG), Bluetooth SIG grants to Licensee a perpetual, limited, worldwide, non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free license to use the Auracast Trademarks solely in connection with Licensee’s Registered Auracast Public Location. Under this limited license, and to the extent permitted by the Brand Guide in effect at the time of use, Licensee may use the Auracast Trademarks with a tag line featuring the terms “Bluetooth® technology.” Licensee acknowledges that Bluetooth SIG is the owner of the Auracast Trademarks and Bluetooth word mark and logos, and all goodwill derived from Licensee’s use of the Auracast Trademarks and Bluetooth word mark will inure to Bluetooth SIG’s benefit. 2.2. Quality Control; Notice. Licensee agrees that, at all times, it will only use the Auracast Trademarks in connection with its Registered Auracast Public Location that complies with the terms of this Agreement and maintains a level of quality that meets or exceeds (a) the generally accepted industry standards for locations providing wireless audio broadcasting services, and (b) any additional quality standards that may be established by Bluetooth SIG from time to time. Bluetooth SIG will have, at reasonable times and on reasonable notice, the right to test, review, or otherwise monitor Licensee’s broadcasting services at its Registered Auracast Public Location. 2.3. Reservation. Bluetooth SIG reserves all rights not expressly granted to Licensee under this Agreement, and Licensee acknowledges and agrees that except as provided in Section 2.1, no rights are granted to Licensee under this Agreement—by implication, estoppel, or otherwise—to use the terms “Auracast” or “Bluetooth” or any other trademarks or logos owned by Bluetooth SIG. 3. TERMINATION. 3.1. Termination by Bluetooth SIG. Bluetooth SIG may terminate this Agreement immediately upon written notice to Licensee upon the occurrence of any of the following: (a) Licensee breaches this Agreement; (b) Bluetooth SIG determines that termination is necessary to protect the interests of Bluetooth SIG or members of Bluetooth SIG, or to prevent harm or legal liability; (c) Bluetooth SIG eliminates the Program; (d) Licensee fails to respond to inquiries from Bluetooth SIG requesting evidence of continued use of the Auracast Trademarks within the time period indicated in Bluetooth SIG’s request for verification; (e) Licensee ceases use of the Auracast Trademarks at its Registered Auracast Public Location; or (f) Licensee’s Registered Auracast Public Location ceases to exist. 3.2. Termination by Licensee. Licensee may terminate this Agreement upon 30 days written notice to Bluetooth SIG of Licensee’s desire to withdraw from the Program. 3.3. Effect of Termination. Upon termination of this Agreement: (a) the license granted in Section 2.1 will immediately terminate and Licensee will cease use of the Auracast Trademarks; and (b) Bluetooth SIG may remove Licensee’s Registered Auracast Public Location from any of its lists and website, and otherwise notify the public, in any manner that Bluetooth SIG deems necessary or appropriate, that Licensee’s is no longer permitted to advertise Auracast audio broadcasting capabilities. 3.4. Survival. The following provisions of this Agreement will survive its termination: Section 1.1, Section 2.3, Section 3.3, Section 4, and Section 5. 4. INDEMNIFICATION; LIMITATIONS OF LIABILITY. 4.1. Indemnification. Licensee agrees to indemnify, defend, and hold Bluetooth SIG, its affiliates and successors, and their officers, directors, employees, licensors and agents harmless from any and all actions, causes of action, claims, demands, costs, liabilities, expenses, and damages (“Claim(s)”) arising out of or in connection with Licensee’s Auracast Public Location, use of the Auracast Trademarks, and its performance under this Agreement, including: (i) marketing activities, (ii) acts or omissions, (iii) personal injury (including death) or property damage, (iv) breach of this Agreement, (v) failure to comply with applicable law; and (vi) any Claim that Licensee has infringed or misappropriated any confidential information, trade secret, patent, copyright, trademark, trade name, or other legal right of any third party. If any Claim subject to indemnification under this Section is brought against Bluetooth SIG, Bluetooth SIG will promptly notify Licensee in writing; provided, however, that failure to give prompt notice will not relieve Licensee of its obligations under this Section except to the extent that Licensee was actually and materially prejudiced by that failure. Bluetooth SIG will cooperate with Licensee at Licensee’s expense in all reasonable respects in connection with the defense of the Claim. Licensee may, upon written notice to Bluetooth SIG, undertake to conduct all proceedings and negotiations or assume the defense of any Claim for which Bluetooth SIG seeks indemnification and will take all required steps or proceedings to settle or defend the Claim, including the employment of counsel who is satisfactory to Bluetooth SIG and payment of all expenses. Licensee may not settle any Claim without the prior written consent of Bluetooth SIG. Bluetooth SIG has the right to employ separate counsel and participate in the defense of any Claim. 4.2. DISCLAIMER OF WARRANTIES. BLUETOOTH SIG DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, AND HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT RELATED TO THIS AGREEMENT OR THE PROGRAM. 4.3. DISCLAIMER OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BLUETOOTH SIG BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES; FOR LOSS OF PROFITS, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR USE; LOSS OR CORRUPTION OF DATA, CONFIDENTIAL INFORMATION, OR OTHER INFORMATION; BUSINESS INTERRUPTION; PERSONAL INJURY; PROPERTY DAMAGE; LOSS OF PRIVACY; FAILURE TO MEET ANY DUTY OF GOOD FAITH OR REASONABLE CARE; NEGLIGENCE; OR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE PROGRAM, EVEN IF BLUETOOTH SIG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 4.4. LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND TO THE EXTENT THEY ARE NOT EXCLUDED OR DISCLAIMED UNDER SECTIONS 4.2 AND 4.3, BLUETOOTH SIG’S MAXIMUM, AGGREGATE LIABILITY TO LICENSEE, AND LICENSEE’S EXCLUSIVE REMEDY UNDER THIS AGREEMENT FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THIS AGREEMENT WILL BE TO RECOVER THE ACTUAL DAMAGES LICENSEE INCURS BASED UPON REASONABLE RELIANCE ON THE SERVICES UP TO FIVE DOLLARS (USD $5.00). THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES WHICH WILL BE LICENSEE’S SOLE AND EXCLUSIVE REMEDY. 4.5. INDEPENDENT REMEDIES. The exclusion of damages under Section 4.3 is independent of Licensee’s exclusive remedy in Section 4.4 and it survives even if the exclusive remedy fails of its essential purpose or otherwise is deemed unenforceable. Each of the limitations of liability in Sections 4.3 and 4.4 apply without regard to whether loss, liability, or damage arises from (a) breach of contract, (b) breach of warranty, (c) fault or tort, including negligence and misrepresentation, (d) strict liability, or (e) any other cause of action, to the extent the exclusions and limitations are not prohibited by applicable law. 4.6. NOTICE OF POTENTIAL LIMITS ON SECTIONS 4.2, 4.3, AND 4.4. Some jurisdictions do not allow the exclusion or limitation of damages (including incidental or consequential damages), loss, or liability from intentional acts (including fraud, fraudulent misrepresentation, and failure to disclose defects), product liability, or for death or personal injury. Nothing in Section 4.2, 4.3, or 4.4 will be interpreted as excluding liability that cannot under applicable law be excluded in those jurisdictions. If Licensee is located in, or are otherwise subject to the laws in one of those jurisdictions, any statutory entitlement available to Licensee will be deemed limited to the extent (if at all) permissible under that law and, if limitation is not permitted, the limitations and exclusions in Sections 4.2, 4.3, and 4.4 may not apply. 5. MISCELLANEOUS. 5.1. No Partnership. Nothing in this Agreement will be construed to establish any partnership, fiduciary, employment, joint venture, or other similar relationship between Licensee and Bluetooth SIG. Licensee will not have any express or implied right or authority to bind Bluetooth SIG to any contract, agreement, or undertaking with any third party. 5.2. Non-Exclusivity. This Agreement is not exclusive, and Bluetooth SIG may enter into similar agreements with other entities. 5.3. Injunctive and Equitable Relief. Licensee acknowledges and agrees that monetary damages may not be a sufficient remedy for its breach of this Agreement, which will cause Bluetooth SIG immediate and irreparable injury. If there is breach of this Agreement, Bluetooth SIG will be entitled, without waiving or prejudicing any other rights or remedies, to seek injunctive or equitable relief. 5.4. Cumulative Remedies. The rights and remedies under this Agreement are cumulative and are not exclusive of any rights or remedies available at law or in equity or by any other agreement between the parties. 5.5. Governing Law and Venue. This Agreement will be construed and controlled by the laws of the State of Washington, and Licensee consents to exclusive jurisdiction and venue in the state and federal courts situated in King County, Washington. Licensee waives all defenses of lack of personal jurisdiction and forum non conveniens. 5.6. No Assignment. Licensee may not assign this Agreement, or any rights or obligations hereunder, whether by operation of contract, law, or otherwise, except with the express written consent of Bluetooth SIG. Any attempted assignment by Licensee in violation of this Section will be void. Subject to the foregoing, this Agreement will bind and benefit the parties and their successors and permitted assigns. 5.7. Severability. If a court of competent jurisdiction finds any part of this Agreement unenforceable, that part will be enforced to the fullest extent permissible to effect the parties’ intent, and the remainder of this Agreement will continue in full force. 5.8. Notices. Bluetooth SIG may give Licensee all notices (including legal process) that Bluetooth SIG is required to give by any lawful method, including by sending the notice to any email or mailing address that Licensee provides to Bluetooth SIG. Licensee acknowledges that if it does not provide Bluetooth SIG with current and accurate contact information, Bluetooth SIG may not be able to contact Licensee. Licensee agrees to send Bluetooth SIG notice by mailing it to the following address: Bluetooth SIG, Inc. Attn: CEO 5209 Lake Washington Blvd. NE, Suite 350 Kirkland, WA 98033 5.9. Construction. This Agreement will be interpreted according to the plain meaning of its terms without any presumption that it should be construed in favor of or against either party. All choices (no matter how described) by Bluetooth SIG under this Agreement are to be made in its sole discretion, unless stated otherwise. Any list of examples following followed by “including,” “includes,” “such as” or “e.g.” is illustrative and not exhaustive, unless qualified by terms like “only” or “solely.” All references (e.g., to sections, parties, terms) are to the sections of, parties to, and terms of this Agreement, unless stated otherwise. All captions are intended solely for the parties’ convenience, and none will affect the meaning of any provision. All references to “written,” “in writing,” or other words of similar import refer to a non-electronic, paper document only, except where electronic mail communication is expressly authorized. The words “herein,” “hereof,” and words of similar meaning refer to this Agreement as a whole, including its Schedules and Exhibits. All references to “days” refer to calendar days, unless otherwise expressly set forth in this Agreement. 5.10. Entire Agreement. This Agreement constitutes the entire agreement between Licensee and Bluetooth SIG with respect to the subject matter contained herein and merges all prior and contemporaneous communications. Except as expressly provided herein, this Agreement will not be modified except by a written agreement signed on behalf of Licensee and Bluetooth SIG by their respective duly authorized representatives.

Your submission of this application form is an offer by you to enter into the Auracast Public Location Trademark License Agreement, which will only become effective if Bluetooth SIG provides you notice in e-mail and you accept it by verifying your email address.