Terms

ONLINE PPC^® GRADE LICENSE AGREEMENT FOR FIRE DEPARTMENTS

This Online PPC® Grade License Agreement for Fire Departments (this "Agreement") is a binding agreement between the person executing this Agreement (the “Authorized Representative”) and the Department (as defined below) on whose behalf this Agreement is being executed (collectively "Licensee") and Insurance Services Office, Inc., a corporation organized and existing under the laws of the State of Delaware, having offices at 545 Washington Boulevard, Jersey City, New Jersey 07310-1686 ("ISO"). BY ACCEPTING THIS AGREEMENT OR ACCESSING OR USING THIS SITE OR THE CONTENT INCLUDED HEREIN, AUTHORIZED REPRESENTIVE, ON BEHALF OF ITSELF AND LICENSEE (A) ACKNOWLEDGE THAT LICENSEE HAS READ AND UNDERSTANDS THIS AGREEMENT; (B) REPRESENTS THAT AUTHORIZED REPRESENTATIVE IS 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPTS THIS AGREEMENT AND AGREES THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS. IF LICENSEE DOES NOT AGREE TO THESE TERMS, LICENSEE MUST NOT COMMENCE ACCESSING OR USING THE SITE OR ANY OF THE CONTENT INCLUDED THEREIN.

1. This Agreement governs (a) Licensee’s access to the user-accessible areas of the “ISO Class Art” pages in the ISO Mitigation web site (the “Site”), currently available at (https://a.isomitigation.com/about-us/iso-class-art.html) and Licensee’s access to and use of the other content, information, data, designs, code, materials and services made available to Licensee through the site (the “Materials”) made available through the Site and (b) Licensee’s access to and use of the certain trademarks, trade names, service marks, symbols, designs, and nicknames of ISO that are specifically identified on the Site for user use in accordance with the terms and conditions of this Agreement (the “ISO Indicia” and, and together with the Site and the Materials, collectively, the “Company Property”). The Company Property is a component ISO's Public Protection Classification™ (PPC®) program (the “PPC Program”) pursuant to which ISO evaluates and grades the fire loss mitigation, preparedness, suppression, prevention and education capabilities and efforts for tens of thousands of communities and fire districts throughout the United States (“Departments”).
2. Without limitation, access to and use of the Company property (i) is limited to representatives of Departments to which to which ISO has awarded a PPC® grade of ISO Class 1, ISO Class 2 or ISO Class 3 (as the same may be amended, modified, replaced or supplemented from time to time, each, a “Qualified Rating”), (ii) requires that Licensee or one of the organizations that comprises “Licensee” to have an account registered with ISO (the “Account”), which may be conditioned upon Licensee’s satisfaction of standards, terms, conditions and requirements promulgated by ISO or made available through the Site (the "Additional Terms") presented to Licensee in connection with the Account and in connection with Licensee’s access to specific portions of the Site or any Materials made available through the Site, all of which are expressly incorporated into this Agreement. Any breach by Licensee of the Additional Terms shall be deemed a breach of this Agreement and any breach by Licensee of this Agreement shall be deemed a breach of any Additional Terms. If there is a conflict between this Agreement and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly provide otherwise.
3. This Agreement is effective from the date on which it is accepted by Licensee and shall remain in force until terminated by either party upon notice. Unless earlier terminated, this Agreement shall remain in effect for one year and shall automatically renew for up to three (3) additional one-year periods unless either party notifies the other party of its intent not to renew at least 30 days prior to expiration of the then-current term. The terms of this Agreement and any other documents or policies pertaining to this licensing program or the PPC Program may be modified at any time by ISO upon 30 days written notice to the Licensee. Any unauthorized use by Licensee or any agent of vendor of Licensee of any ISO Indicia or other Company Property may result in immediate termination upon notice and may result in legal action against Licensee, including trademark infringement, unfair competition and others. This Agreement shall be automatically terminated in the event Licensee fails to pay its liabilities when due, or makes any assignment for the benefit of creditors, or files any petition under any federal or state bankruptcy statute, or is adjudicated bankrupt or insolvent, or if any receiver is appointed for its business or property, or if any trustee in bankruptcy shall be appointed under the laws of the United States government or the several states. This Agreement may be terminated upon notice from ISO in the event ISO determines that Licensee has breached this Agreement. This Agreement may be terminated by ISO upon notice in the event the Authorized Articles are of a quality that ISO determines to be substandard. Further, ISO may terminate this agreement upon notice in the event Licensee manufactures, distributes, sells or uses the ISO Indicia or the Authorized Articles or Licensed Indicia in a manner that is (i) not consistent with this Agreement, or (ii) not consistent with the intellectual property rights of ISO or approved by Licensee.
4. Subject to the terms and conditions of this Agreement ISO grants to the Licensee a limited, non-exclusive, non-transferable license solely during the specific period during the term of this Agreement for which ISO has awarded Licensee a Qualified Rating (i) for Licensee to use the ISO Indicia applicable to the Qualified Rating that ISO has awarded to License under the intellectual property rights of ISO solely for the purpose of indicating ISO’s recognition of the fire loss mitigation capabilities of Licensee (the “Authorized Purpose”) and for the manufacture of certain Authorized Articles (as defined below) bearing the ISO Indicia solely for the internal use within Licensee’s organization in connection with the Authorized Purpose and (ii) for Licensee to access and use the Materials solely for License’s internal research and reference purposes in connection with Licensee’s ongoing efforts to improve Licensee’s fire loss mitigation capabilities of Licensee, and for no other purpose. The foregoing rights and all other rights of Licensee respecting the ISO Indicia and the other Company Property shall automatically terminate immediately in the event Licensee no longer has a PPC® grade that is a Qualified Rating. Licensee’s use of the ISO Indicia shall be limited to the permissible manner of use and display specifically set forth in Exhibit A hereto, as the same may be updated from time to time by ISO without the need for notice to Licensee. Licensee’s manufacture of items and articles shall be limited to those specific items and articles specifically set forth in Exhibit A hereto (“Authorized Articles”). Licensee’s use of the ISO Indicia and manufacture and distribution of Authorized Articles shall conform with Exhibit B to this Agreement, as the same may be updated from time to time by ISO without the need for notice to Licensee. All rights not expressly granted herein are expressly reserved and Licensee shall have no right to use, or permit any third party to use, the ISO Indicia except as expressly provided in this Paragraph 0 or any Materials. Without limitation, in no event shall this Agreement be construed to prevent ISO from granting any other licenses or rights for use of the ISO Indicia or the other Company Property.
5. As of the date of this Agreement, no fee is due respecting the rights granted under this Agreement. ISO reserves the right to institute fees respecting this Agreement and the rights granted hereby Company Property, provided that ISO shall provide reasonable notice by posting as description of the fees on the Site or notifying Licensee, which Licensee shall pay in accordance with the schedule identified in such notice or, in the event no such schedule is identified, within thirty (30) days of the ISO providing Licensee with an invoice evidencing the applicable fees. Unless otherwise specified in the respective notice, the fees will commence on the following anniversary of the date upon which this Agreement was accepted by Licensee.
6. Licensee agrees to treat all information and property of or from ISO, including the Site, any and all data, inventions, discoveries, trade secrets, knowledge, know-how, practices, processes, the terms and conditions of this Agreement, and other information, including all Materials (collectively, “Confidential Information”), without regard to the source or medium thereof, as confidential, to protect such Confidential Information with the same degree of care with which it would treat its own information of a similar nature provided that such degree of care shall be no less protective than reasonable care and not to use or disclose such Confidential Information for any purpose or disclose such Confidential Information to any third party except as expressly permitted pursuant to this Agreement or as required for by applicable law.
7. Licensee acknowledges that the ISO owns and retains all right, title and interest in and to the ISO Indicia and the other trade names, trademarks and other indicia of ISO and its affiliates, including ISO®, PPC®, FSRS™ and Verisk (the “ISO Marks”) and all other Company Property, and that each of the ISO Marks and other Company Property is valid, and that ISO has the exclusive right to use each of the ISO Marks subject to the revocable license to use the ISO Indicia pursuant to this Agreement. Licensee recognizes the value of the publicity and goodwill associated with, and acknowledge that no right or license in or to such ISO Marks is granted to Licensee pursuant to this agreement except to the extent of the limited right to use the ISO Indicia in accordance with the terms and conditions of and during the term of this Agreement. Licensee shall not, during the term of this Agreement or thereafter, dispute or contest the property rights of the ISO, dispute or contest the validity of this Agreement, or use the ISO marks or any similar mark in any manner other than as licensed hereunder. Except to the extent of the limited right to use the ISO Indicia in accordance with the terms and conditions of and during the term of this Agreement, Licensee agrees not to use the ISO Marks or any similar mark, including, without limitation, as, or as part of, a trademark, service mark, certification mark, trade name, fictitious name, company or corporate name anywhere in the world. Licensee agrees not to file, maintain or acquire any a trademark, service mark, certification mark, trade name, fictitious name, company, corporate name or domain name application(s) that, in ISO’s opinion, is the same as, similar to or contains, in whole or in part, any or all of the ISO Marks. Licensee agrees not to register or use any internet domain name which contains any ISO marks, in whole or in part or any other name which is confusingly similar thereto. In the event ISO determines, in its sole discretion, that Licensee has applied for, registered, used or otherwise acquired rights in any trademark, service mark, certification mark, trade name, fictitious name, company, corporate name or domain name application(s) that violates this prohibition, Licensee shall immediately, on ISO’s written request, transfer ownership thereof to ISO, at Licensee’s cost and expense. This Paragraph will survive the expiration or other termination of this Agreement.
8. In the event Licensee uses or distributes any ISO Indicia, any other ISO Marks or any other Company Property in violation of this Agreement, Licensee shall fully cooperate with ISO in any action ISO wishes to take to protect such ISO Indicia, any other ISO Marks or any other Company Property and ISO’s intellectual property rights. The Licensee shall promptly notify ISO of any claim for infringement threatened or brought against the Licensee by reason of the Licensee's authorized use of the ISO Indicia.
9. Licensee acknowledges and agrees that ISO’s provision of the ISO Indicia and the other ISO Property is at minimal or no out-of-pocket cost to Licensee for the purpose of promotion and recognition of positive fire loss mitigation capabilities among the fire protection community and that ISO is not serving to certify, insure or warrant the effectiveness or capabilities of Licensee’s services, including any fire protection or fire loss mitigation capabilities. Licensee agrees not to state or in any way represent, indicate or imply that ISO has approved, certified or accepted Licensee or the services provided by Licensee, whether for effectiveness, adequacy or otherwise. Licensee is solely responsible for, and will defend, indemnify and hold harmless ISO, its parent, subsidiary and affiliated entities, and their respective officers, agents, and employees (collectively “Indemnified Parties”) from and against any and all claims, losses, costs, damage, causes of action, expense (including reasonable attorneys’ fees) and liability (collectively, “Losses”) from any claims, demands, causes of action or damages, including reasonable attorney’s fees, arising out of, related to, or connected with (i) any unauthorized use of or infringement of any patent, copyright, trademark or other proprietary right by Licensee in connection with the use of the ISO Indicia, the other ISO Property and the Authorized Articles, (ii) alleged defects or deficiencies in the Authorized Articles or the use thereof, or false advertising, fraud, misrepresentation or other claims related to the Authorized Articles or the use of the ISO Indicia, any other ISO Marks or any other Company Property, (iii) the any use, misuse or unauthorized use of the ISO Indicia, any other ISO Marks and any other Company Property, (iv) any use, manufacture or distribution of the Authorized Articles, (v) any breach of this Agreement by Licensee, (vi) any claim arising from reliance upon ISO or the ISO Indicia with respect to determination the quality, capability, caliber or effectiveness of Licensee’s services and (vii) any agreements or alleged agreements made or entered into by Licensee with respect to the Authorized Articles or the ISO Indicia. The indemnifications hereunder shall survive the expiration or termination of this Agreement.
10. Licensee shall obtain, and thereafter maintain, Commercial General Liability insurance, including product and contractual liability insurance, providing adequate protection for the Indemnified Parties as additional insured parties on Licensee’s policy against any claims, demands, or causes of action and damages, including reasonable attorney’s fees, arising out of any of the circumstances described in Paragraph 9 above. Such insurance policy shall not be canceled or materially changed in form without at least thirty (30) days written notice to ISO. ISO shall be furnished with a certificate of such insurance and endorsements in the form prescribed by ISO. Licensee agrees that such insurance policy or policies shall provide coverage of one million dollars ($1,000,000) for personal and advertising injury, bodily injury and property damage arising out of each occurrence, or Licensee’s standard insurance policy limits, whichever is greater. However, recognizing that the aforesaid amounts may be inappropriate with regard to specific classes of goods, it is contemplated that ISO may make reasonable adjustment to the foregoing amounts. Any adjustment must be confirmed in writing by ISO.
11. The ISO Indicia are provided “as is” and without warranty of any kind, whether express or implied, including all warranties regarding merchantability, fitness for a particular purpose, the quality thereof, and the claims of third parties arising from the use thereof. In no event shall the liability of ISO arising out of or resulting from this Agreement, the ISO Indicia or any other ISO Marks, any other Company Property or the Authorized Articles, including any use, copying, manufacture, or distribution thereof, exceed the greater of the amount paid by Licensee to ISO or $100.00. In no event shall ISO be liable for incidental, consequential, punitive or other special damages arising out of or relating to this Agreement. ISO shall not be liable as the result of activities by Licensee under this Agreement for infringement of any patent, copyright, trademark or other right belonging to any third party, or for damages or costs involved in any proceeding based upon any such infringement, or for any royalty or obligation incurred by Licensee because of any patent, copyright, trademark or other right held by a third party. The parties acknowledge and agree that the disclaimers of warranty and limitations of liability set forth in this Agreement are reasonable and that without such disclaimers and limits, the parties would not have entered into this agreement.
12. Licensee shall comply with Exhibit C and such other guidelines, policies, and/or requirements as ISO may announce, update, modify, supplement or replace from time to time. Licensee shall comply with all laws, regulations and standards relating or pertaining to the use of the ISO Indicia the manufacture, sale, advertising, distribution and use of the Authorized Articles and shall maintain the highest quality and standards. Licensee shall comply with the requirements of any regulatory agencies. Licensee undertakes and agrees to obtain and maintain all required permits and licenses at Licensee’s expense.
13. Licensee agrees (i) to conduct its business and activities in an ethical manner consistent with the highest standards of quality and integrity and which reflects favorably at all times on the PPC Program and the other products, programs, goodwill and reputation of ISO; (ii) to avoid deceptive, misleading or unethical practices, including any practices which are or might be detrimental to PPC Program and the other products, programs, goodwill and reputation of ISO or its products and (iii) not to engage in, or aid or assist any Department or other person in connection with, any activities that could, or could reasonably be expected to, misrepresent the condition or capabilities of or any other matter pertaining to the Department. In the event ISO determines that Licensee is not meeting any of the foregoing, ISO may terminate this Agreement upon notice.
14. Upon expiration or other termination of this Agreement or upon Licensee’s failure to maintain its Qualified Rating, the Licensee shall immediately discontinue all use and display of the ISO Indicia, ISO Marks and any other Company Property shall return to ISO or destroy all reasonable all Authorized Articles in excess of the reasonable quantity of Authorized Articles manufactured during the term and shall certify to ISO as to such discontinuation, return and destruction with an affidavit sworn to by a principal officer of the Licensee. All provisions of this Agreement that by their terms require performance by one or both parties following expiration or termination of this Agreement shall survive such expiration or termination. Such provisions shall include, but not be limited to, Paragraphs 3, 5, 6, 7, 8, 9, 10, 11, 14, 15, 16, 17, 18, 19 and 20].
15. Any notice required or permitted to be given hereunder shall be deemed properly given at the time it is personally delivered or mailed, properly addressed and postage prepaid, to the address first specified above or such other address as ISO or Licensee may specify in writing, provided that ISO may provide notice to Licensee by posting the notice to the Site, such notice being deemed effective upon posting, or sending such notice via e-mail to the email address Licensee provides in connection with Licensee’s Account. It is Licensee’s responsibility and obligation to visit the Site and to review and notices that may be posted.
16. Licensee's interest in this agreement shall not be assigned, sublicensed or otherwise transferred in whole or in part (whether voluntarily or by operation of law) directly, indirectly, or contingently.
17. This Agreement, including the exhibits hereto and policies and standards referenced herein and from time to time promulgated by ISO, contains the entire agreement and understanding between the parties. There are no covenants, representations, or warranties not herein expressly set forth. This agreement may not be changed, modified or discharged orally.
18. This agreement shall be construed and enforced in accordance with the law of the State of New York. Any controversy or claim arising out of or relating to this agreement or the breach thereof shall be tried by a court of competent jurisdiction in the State of New York, County of New York.
19. Licensee shall maintain adequate records pertaining to the use of the ISO Indicia and manufacture, distribution, sale or use of the Authorized Articles. For the purpose of verifying Licensee's compliance with this Agreement and its proper use and handling of the ISO Indicia and the Authorized Articles, ISO and its authorized representatives shall have access to and the right, during regular business hours at a mutually agreeable time and on at least ten (10) days written notice, to examine and copy records, documents and other materials concerning (i) Licensee’s use of the ISO Indicia and (2) Licensee’s use, manufacture, and distribution. ISO may exercise this right only once in any twelve (12) month period, unless ISO believes that Licensee has violated any term or condition of this License. All such documents shall be kept available by Licensee for at least three (3) years after the year in which such documents were generated.
20. Licensee is solely responsible and liable for any activity that occurs relating to Licensee’s Account, and Licensee must keep Licensee’s Account credentials, including name, password, and any other information pertaining to Licensee’s Account confidential. In the event of a security breach or unauthorized access pertaining to Licensee’s Account, Licensee must notify ISO and the holder of the Account immediately and Licensee shall indemnify Company against all damage, loss or expense of any kind (including attorneys’ fees) arising therefrom.

EXHIBIT A
Permitted Manner of Use and Authorized Articles

Permitted Display

• Display of ISO Indicia on Authorized Articles.
• Public display of ISO Indicia on Licensee’s trucks and other vehicles.
• Public display of ISO Indicia on commemorative plaques, banners, signage and flags at Licensee’s and Licensee-related municipal facilities.

Authorized Articles

• Shirts
• Flag
• Signage
• Coffee mugs
• Patches
• Challenge coins
• Commemorative plaques
• Mousepads
• Decals for use on Licensee’s equipment
• Baseball caps
• Stationary

Exhibit B
Brand Standards

ISO Indicia Usage Standards

The logo must be used only in the context of promoting the relevant file loss mitigation capabilities of the Department. Licensee may proximately to Licensee’s authorized use of the ISO Indicia, identify the name of relevant town, fire department or fire district associated with the relevant Department, provided that (i) Licensee shall maintain sufficient separation between the ISO Indicia and such other names so as to preclude an impression that the ISO Indicia and the relevant name comprise a single mark and (ii) Licensee shall not use any brand names or other names in connection with any use of the ISO Indicia. Unless otherwise consented to in writing by ISO, Licensee shall not include the ISO Indicia in advertisements and other broadly distributed media. Licensee shall not use the ISO Indicia in a sentence.

ISO Indicia Spacing

The ISO Indicia must always include clear space around the logo that must always be equal to or greater than half the height of the relevant ISO Indicia

ISO Indicia Color

The logo should use the color scheme described below. If the foregoing color scheme is not available a black and white version can be used. The color values for the preferred color scheme are:

The background color must never make the logo illegible.

ISO Indicia Web Placement

The relevant ISO Indicia may be placed anywhere on the web pages for the relevant town, fire department or fire district associated with the relevant Department. The ISO Indicia displayed on a web page must be at least 34 pixels wide. The ISO Indicia may be resized proportionally but may not be modified in any other way, including its aspect ratio.

Trademark Symbols

The proper symbol to identify the ISO Indicia as a trademark (i.e., the circled “R” symbol if the ISO Indicia is registered in the United States Patent and Trademark Office or the “TM” symbol if not so registered) shall be placed adjacent to each ISO Indicia.

Manufacture of Authorized Articles

Licensee may select a manufacturer for the manufacture of Authorized Articles, provided that Licensee shall all steps necessary to ensure the following:

• Such manufacturer produces the Authorized Articles only as and when directed by Licensee, which remains fully responsible for ensuring that the Licensed Articles are manufactured in accordance with the terms herein;
• Manufacturer does not distribute, sell or supply the Authorized Articles to any person or entity other than Licensee;
• Licensee shall inform ISO in writing of any complaint regarding the Authorized Articles within ten (10) days of Licensee becoming aware of any complaint.
• ISO reserves, in its reasonable discretion, to preclude the use of particular manufacturers.

Quality Control and Quality Review

Licensee understands and agrees that it is an essential condition of this Agreement to protect the goodwill and reputation enjoyed by ISO, and that all uses of the ISO Indicia and the Authorized Articles shall be of high and consistent quality, subject to the review, inspection and rejection by ISO. At ISO’s request, Licensee shall provide to ISO (i) a comprehensive list of all any current and proposed Authorized Articles and other uses of the ISO Indicia by Licensee, (ii) true representations, specimen or samples of any current or proposed Authorized Articles and other use of the ISO Indicia by Licensee and (iii) a list of all manufacturers of Authorized Articles and descriptions of such manufacturer’s manufacturing practices. Licensee discontinue any use, Authorized Article or manufacture in the event ISO notifies Licensee of its disapproval thereof.