Rider - Terms and Conditions of Use Agreement
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT
INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE
INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS.
Any application
to participate and/or participation with respect to any real property owned by
you ("Your Property"; and if Your Property is accepted by the
Partnership into the Program, it shall be referred to herein as a "Certified
Property") in the Greater Houston Partnership Certified Property
Program (the "Program"), including, without limitation, the use
of the Certified Property Program Seal (the "Seal"),
constitutes assent to and acceptance of all of the terms and conditions of this
Terms and Conditions of Use Agreement (the "Agreement").
The Greater
Houston Partnership (the "Partnership" or "we")
reserves the right, at its sole discretion, to change, modify, add, or delete
portions of this Agreement at any time without further notice. If we do this,
we will post the new, modified version of this Agreement at the Program's web
site at http://www.houston.org/economic-development/CPP (the "Program Home Page"). Your continued use of the Seal
and/or participation of your Certified Property in the Program after any such
changes constitutes your acceptance of the new Agreement. Your written
approval is not a prerequisite to the validity or enforceability of this Agreement,
and no solicitation of such written approval by or on behalf of the Partnership
shall be construed as an inference to the contrary. If this Agreement is
considered an offer by the Partnership, your acceptance is expressly limited to
all of its terms and conditions. If you do not agree to abide by this or any
future Agreement, do not use (or continue to use) the Seal or have your
Certified Property participate (or continue to participate) in the Program. It
is your responsibility to regularly check for changes to this Agreement and to
review such changes.
Eligibility - Representations & Warranties
Use of the Seal
and/or participation of your Certified Property in the Program is void where
prohibited. By using the Seal and having your Certified Property participate
in the Program, you hereby represent and warrant that:
You have the right to enter into this Agreement;
All information you submit or have submitted to the Partnership
in or attached to your Certified Property Application (the "Application")
or otherwise, including without limitation with respect to Your Property, is
truthful and accurate;
You will maintain the accuracy of all information and will
provide notice to the Partnership if any such information provided to the
Partnership in or attached to the Application ceases to be truthful and/or
accurate; and
Your use of the Seal and/or participation of Your Property in the
Program does not violate any applicable law or regulation.
We reserve the right to
monitor your use of the Seal and participation of your Certified Property in
the Program to verify that you meet the eligibility requirements outlined
above, but we have no obligation to do so. The Partnership may terminate your right
to use the Seal and/or to have your Certified Property participate in the
Program and/or cease offering the Program at any time, for any or no reason,
without notice or warning.
Access and Use Grant
The Partnership reserves the right to reject any Application
for any reason or no reason, regardless of whether the minimum Program requirements
(which can be found at the Program Home Page) have been met with respect to a
property.
If your
Application has been accepted and approved, for a term of 12 months from the
date your Application is approved (such period, subject to any extensions in
accordance with the terms hereof, the "Term"): (i) the
Partnership admits Your Property included in such Application into the Program;
(ii) Your Property included in such Application becomes a Certified Property; (iii)
the Partnership grants to you a revocable, non-exclusive, nontransferable,
non-sublicensable, and limited right to use the Seal with respect to your
Certified Property; and (iv) your Certified Property will participate in the
Program, in each case subject to the terms and conditions of this Agreement.
Prior to the
end of the Term, you may submit to the Partnership a Certified Property Renewal
Application (a copy of which can be found at the Program Home Page) with
respect to Your Property to extend the Term for an additional 12-month period.
Such Certified Property Renewal Application is subject to this Agreement and
may be accepted or rejected by the Partnership in its sole discretion.
Program Participation
The Certified
Property will be marketed by the Partnership's economic development managers
through the Texas Governor's office and directly to site consultants. The
Partnership will list the Certified Property on the Houston.org website's GIS
map and will include the Certified Property in Opportunity HoustonSM publications used to market the Houston
region. The Partnership will also attempt to promote the Certified Property to
businesses in proposals through its economic allies. Notwithstanding the
foregoing, the Partnership may provide the foregoing services in the manner
deemed appropriate by the Partnership in its sole discretion, including without
limitation, choosing to not provide one or more services with respect to the
Certified Property. The Partnership reserves the right to cease providing any
such services temporarily or permanently with or without notice or warning to
you.
The
Partnership makes no other representations, warranties or covenants to you,
including, without limitation, any guarantee or promise of your sale of or
other commercial success with respect to the Certified Property.
Restrictions and
Prohibitions on Use
You shall not
represent or warrant to any prospective purchaser or other third party that the
Seal or the participation of your Certified Property in the Program (i) is a
substitute for a prospective purchaser conducting an appropriate due diligence
investigation on a Certified Property; (ii) indicates anything other than that
the information on the Application for the Certified Property has met the
minimum requirements to be included in the Certified Property Program and that
the accuracy of such information has been verified by the Partnership or its
agent as of the date of issuance of the Seal, or (iii) indicates that the Partnership
or its agents have conducted any further due diligence investigation of such
Certified Property to determine its condition (including, without limitation,
environmental), usefulness or fitness for a particular purpose.
Wherever the
Seal is displayed on any promotional, advertising or other materials regarding
the Certified Property, the following language must be included in conjunction
with your use of the Seal:
"The
Certified Property Program Seal (the "Seal") identifies properties that have
applied for and met the requirements of the Certified Property Program, and
been certified by the Greater Houston Partnership (the "Partnership") as a
Certified Property.
The
Partnership grants owners of a Certified Property a right to use the Seal in
regard to such Certified Property solely in a manner consistent with the
Partnership's Terms and Conditions of Use, which can be found at http://www.houston.org/economic-development/CPP.
The existence of the Seal should not be a substitute for a prospective
purchaser conducting an appropriate due diligence investigation on a Certified
Property. The Seal only indicates that the information on the application for
the Certified Property has met the minimum requirements to be included in the
Certified Property Program (found at http://www.houston.org/economic-development/CPP)
and that the accuracy of such information has been verified by the Partnership
or its agent. The accuracy of the information on an application is verified as
of the date of issuance of the Seal, and should not imply that the information
remains accurate at any subsequent time. Neither the Partnership nor its
agents have conducted any further due diligence investigation of such Certified
Property to determine its condition (including, without limitation,
environmental), usefulness or fitness for a particular purpose."
The rights to
use the Seal and have your Certified Property participate in the Program granted
to you under this Agreement do not include the right to:
Transfer any rights granted to you under this Agreement to any
other party or any other property other than the Certified Property;
Modify, or otherwise create derivative works of, the Seal;
Use the Seal or have Your Property participate in the Program if
you and/or Your Property are not eligible, as defined herein.
Use the Seal or have Your Property participate in the Program for,
or as a part of, any criminal or tortious activity, including fraud, drug
dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses
or other harmful files, copyright infringement, patent infringement, or theft
of trade secrets; or
Use the Seal or have Your Property participate in the Program in
a manner inconsistent with any and all applicable laws and regulations.
The
restrictions outlined above are only a partial list of the kind of activity
that is illegal or prohibited with respect to the your use of the Seal and/or
participation of Your Property in the Program. The Partnership reserves the
right to monitor, police, and investigate your conduct with respect to the Program
and the Seal. We also reserve the right to take appropriate legal action
against anyone who, in the Partnership's sole discretion, violates any of these
restrictions, including without limitation, reporting you to law enforcement
authorities.
You
understand that your violation of any of the restrictions listed above may
cause irreparable harm to the Partnership and may cause the Partnership to
incur damages and liabilities, or both. You agree, therefore, that if you
violate any of these restrictions, the Partnership has the right to seek an
injunction prohibiting you from engaging in any further such violation, without
the posting of any bond, and you shall indemnify, hold harmless, and otherwise
compensate the Partnership for all damages and liabilities that the Partnership
incurs as a result of your violation.
Agreement Termination
If you materially breach any term or condition of
this Agreement or at the end of the Term, this Agreement, including, but not limited to, the use rights and
Program participation granted above, shall terminate immediately and
automatically, except that the restrictions set forth in the Eligibility
Representations & Warranties, Restrictions and Prohibitions on Use, Agreement
Termination, Fees, Acknowledgment of Intellectual
Property Ownership, Limitation on Liability, Indemnity, Disputes and
Forum, Governing Law, Entire Agreement, No Waiver, Headings, Severability,
Notice, and Acceptance of this Agreement sections and such provisions as are necessary to
give meaning and effect to the foregoing shall survive the termination of this Agreement.
Upon the termination of this Agreement, your right to have Your Property participate in
the Program and use the Seal shall end immediately, and you shall destroy all materials in your
possession containing the Seal or other references to the Program.
Fees
You
acknowledge that the Partnership reserves the right to change its application
fee for a property to be admitted into the Program from time to time at its sole
discretion. If the Partnership terminates your use of the Seal and right to have
Your Property participate in the Program because you have breached the Agreement,
you shall not be entitled to the refund of any fees.
Acknowledgement of
Intellectual Property Ownership
The Seal brand
and logo and the Partnership brand, logo, and domain name Houston.org are the
intellectual property of, and the exclusive property of, the Partnership.
You
acknowledge that the Partnership, and its licensors, own all right, title, and
interest in the Program and the Seal and that the Program and Seal are
protected by state, federal, and international laws relating to the protection
of intellectual property, including without limit laws relating to copyrights,
trademarks, and service marks. All trademarks and copyrights related to the
Program and the Seal are the sole property of the Partnership or its respective
licensors. Unless set forth specifically in writing in this Agreement, no
other rights are granted to you. Nothing in this Agreement shall be construed
as conferring any license to intellectual property rights, whether by estoppel,
implication or otherwise. All other rights are reserved solely and exclusively
for the Partnership and its respective licensors.
No portion of
the Program or the Seal may be reproduced, modified, republished, distributed,
displayed, sold, sublicensed, or used to create derivative works in any form or
by any means, electronic or mechanical, for any purpose, without the express
written permission of the Partnership or as otherwise expressly consented to in
this Agreement. Notwithstanding the foregoing, you may use an unmodified copy
of the Seal in your listings, marketing materials and signage for the Certified
Property.
LIMITATION ON
LIABILITY
IN NO EVENT SHALL THE PARTNERSHIP BE LIABLE TO YOU OR ANY THIRD PARTY
FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE
DAMAGES, INCLUDING LOST PROFITS OR
DAMAGES ARISING FROM YOUR USE OF THE SEAL, EVEN IF THE
PARTNERSHIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE PARTNERSHIP'S LIABILITY
TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL
AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE PARTNERSHIP DURING
THE TERM OF THIS AGREEMENT
The
limitations on liability set forth herein are fundamental elements of this
agreement. The parties hereby acknowledge and agree that both parties would
not be able to perform hereunder on an economic basis without such limitations.
Indemnity
You agree to indemnify and hold the Partnership, its subsidiaries, and
affiliates, and their respective officers, agents, partners and employees,
harmless from any loss, liability, claim, or demand, including reasonable
attorneys' fees, made by any third party due to or arising out of your use of
the Seal or participation of Your Property in the Program in violation of this Agreement,
or arising from a breach of this Agreement, or any breach of your
acknowledgements set forth above.
Disputes and Forum
Each party
agrees that any dispute regarding this Agreement or the matters contemplated
hereby shall be litigated only in the federal or state courts located in Harris
County, Texas. Each party agrees that it shall not commence any legal
proceeding against the other party in any other court or before any other
authority. Each party hereby submits to the exclusive jurisdiction of the
federal or state courts located in Harris County, Texas, and each party hereby
waives any objection to the jurisdiction of such courts. Any use of the Seal
subjects you to the jurisdiction of the United States, even if you are not a
citizen, national, or resident of the United States. You hereby agree to be
bound by this Disputes and Forum clause even if you are not a citizen,
national, or resident of the United States.
Governing Law
This Agreement and all claims
related to it, its execution or the performance of the parties under it, shall
be governed by the laws of the State of Texas without regard to the conflicts
of law rules of the State of Texas.
Entire Agreement
This Agreement, including any other terms, conditions, and policies
incorporated hereto, constitutes the entire agreement between you and the
Partnership regarding the use of the Seal and participation of Your Property in
the Program. This Agreement supersedes any prior agreement, written or oral,
express or implied, including any prior versions of this Agreement to or with
you.
No Waiver
The failure of the Partnership to exercise or enforce any right or
provision of this Agreement shall not operate as a waiver of such right or
provision.
Headings
The section titles and headings in this Agreement are for convenience
only and have no legal or contractual effect.
Severability
This Agreement operates to the fullest extent permissible by law. If any
provision of this Agreement is found unlawful, void or unenforceable by a court
based upon any written decree, that provision is deemed severable from this Agreement
and does not affect the validity and enforceability of any remaining
provisions.
Notice
Any notice required under this Agreement shall be delivered by hand or
courier or sent, through registered mail, return receipt requested, to: Greater
Houston Partnership, Attn: Chief Executive Officer; 1200 Smith - Ste. 700;
Houston, Texas 77002, with a copy to Greater Houston Partnership, Attn: Senior
VP of Economic Development; 1200 Smith - Ste. 700; Houston, Texas 77002. All
notices shall be effective upon the actual receipt of such notice by the
Partnership.
Acceptance of this
Agreement
In order to use the Seal and/or have Your Property participate in the
Program, you must first agree to this Agreement. You may not use the Seal or have
Your Property participate in the Program if you do not accept this Agreement.
You can accept this Agreement by submitting an Application to include Your
Property in the Program. In this case, you understand and agree that the
Partnership will treat your submission of an Application as acknowledgement,
consent, acceptance, and agreement of the terms, conditions, and policies of the
Partnership and this Agreement in accordance with the laws of the State of Texas.
You should retain a copy of this Agreement for your personal records.
Date of Last
Revision: September 16, 2009
