High Schools 2024 - Full Print & Digital License

 
This agreement (“Agreement”) is made and entered into by and between BrandConnex, LLC (“BrandConnex”), as agent for U.S. News & World Report, L.P. (“U.S. News”), and you (the “Licensee”). 
 
U.S News Rankings
 
Licensee is, or represents as an agent, an educational institution that has been ranked by U.S. News & World Report in U.S. News’s 2024 Best High Schools rankings in one or more categories (each, an “Eligible Category”). The Eligible Categories will be listed in the order confirmation (the “Order Confirmation”) that BrandConnex will provide to Licensee.
 
Licensed Content
 
If ranked by U.S. News, Licensee may license a badge(s) recognizing its ranking(s) and containing, among other things, the U.S. News logo. Such badge may come in the form of a “2024 Best High Schools” Badge.  Any badge for which permission to use is granted to a Licensee hereunder shall be referred to as a “Best High Schools Award Badge” or “Badge” hereunder.  Such licenses also allow ranked Licensees to make licensed use of U.S. News-approved phrases (“Accolades”) that accurately describe Licensee’s 2024 Best High Schools ranking(s) (“Badge-Eligible Ranking(s)”). Badges and Accolades covered by this Agreement may also be referred to in this Agreement as “Licensed Content”. For the avoidance of doubt, Licensed Content shall not include Accolades for ranking(s) that were not Badge-Eligible Ranking(s).
 
License
 
U.S. News hereby grants Licensee a non-exclusive, non-assignable, non-transferable, non-sublicensable, non-translatable, revocable, limited license on the terms and conditions set forth herein to display the Licensed Content during the Term (as defined below). The allowed uses of the Licensed Content are listed on the Order Confirmation and defined below:  
 
Full Print & Digital Marketing License (FPDML). The FPDML consists of the right to display the Licensed Content in print media – including print advertising, signage, posters, brochures, banners, plaques, direct mail, printed billboards, table tents, meeting room materials, staff communications, and similar print products – where such displays are dedicated to promoting the Eligible Category. In digital media it consists of the right to display the Licensed Content at online properties (including websites, landing pages and splash pages), social media outlets, online advertising, online job postings, e-mail campaigns, electronic signage, and signature blocks, where such displays are dedicated to promoting the Eligible Category. The FPDML excludes video displays, and also excludes the display of the Licensed Content on apparel.
 
Terms and Conditions
 
1.     U.S. News Rankings.  The Licensee acknowledges that the license granted hereunder will in no way affect, positively or negatively, the rankings or ratings of Licensee.  Recognition of a Licensee in 2024 Best High Schools does not assure Licensee that it will earn such a recognition in subsequent years.
 
2.     Term.        The license is for a period (the “Term”), which (i) begins on the date set forth on the Order Confirmation, and (ii) terminates on the earlier of (x) the date that is either 12 months thereafter and (y) the date that is the next publication of the U.S. News Best High Schools rankings. Upon termination or expiration of this Agreement, (i) the rights and licenses granted hereunder shall terminate, and (ii) Licensee will cease all use of the Licensed Content.
 
3.     Fees and Payment Terms. The license and use fees (the “Fees”) payable under this Agreement are set forth on the Order Confirmation.  U.S. News will invoice Licensee for the Fees, as necessary, in accordance with the payment terms specified on the Order Confirmation.  Licensee shall pay all invoices within thirty (30) days of the invoice date.  To the extent Licensee uses an electronic vendor or payments platform that requires BrandConnex or U.S. News to pay a vendor fee, BrandConnex and/or U.S. News may invoice Licensee for reimbursement of the amount of such vendor fee, which Licensee agrees to pay.
 
4.     Limited License.  
 
a.     The license granted in the License section of this Agreement is limited to the Licensed Content and the uses referenced in the License Section of this Agreement or as otherwise set forth in this Agreement for the time period specified in Section 2 of this Agreement.  Any other materials and uses are excluded. 
 
b.     Except as set forth herein, no other use of the Best High Schools Award Badge(s) or any of U.S. News’s or its affiliates’ trademarks, designs, logos or other materials may be made without U.S. News's prior express written approval. For any use whatsoever of the U.S. News & World Report logo, except as part of a licensed Badge, or any other text, photograph, graphic, cover or image of, or appearing in, U.S. News print or print-replica publications or in U.S. News’s website publications, the Licensee agrees that it shall contact permissions@usnews.com for specific written authorization, which may be granted or denied in the sole discretion of BrandConnex and U.S. News, and may require entering into a separate license agreement and/or payment of a separate license fee.
 
5.     No Sublicensing.  The Licensee may not sell, transfer, assign, relicense or sublicense this Agreement or the Licensed Content or authorize or purport to authorize any third party to do so.  Licensed Content may not be used by any parents, subsidiaries, affiliates, licensees and/or franchisees without the prior written consent of U.S. News. 
 
 
6.     Use of the Licensed Content.
 
a.     Licensed Content shall only be used for the purpose of identifying Licensee’s educational program for students from ninth to twelfth grade as having been named to the U.S. News 2024 Best High Schools list and not to imply an endorsement by U.S. News of any programs, products or services.
 
b.     Licensed Content recognizes excellence in providing a high school education at a specific public high school and should not be used in a way that implies recognition for Licensee’s other schools or educational programs, including schools that are part of the same school system or otherwise affiliated with Licensee.  Licensed Content may not be used on or in conjunction with the marketing of, or otherwise in a manner that suggests or would reasonably be seen as recognition for the Licensee’s other schools or an entire multi-school organization.
 
c.     If Licensee places the Licensed Content on its website, in an email or any other electronic publication or communication, near or within such Licensed Content, it is recommended that Licensee place a hyperlink to Licensee’s profile page on usnews.com, so that readers can see Licensee’s relevant ranking(s) in context.
 
d.     A Badge must be displayed in a way that makes it visible and legible in its entirety. To ensure legibility, for example, the size of a Badge for placement in print materials shall be no smaller than 1.125 inches wide, on apparel, no smaller than 2 inches wide, and in digital media intended primarily for display on a personal computer or tablet, no smaller than 70 pixels wide.
 
e.     A Badge shall only be used in the form and colors in which the Badge is provided by U.S. News, without modifications or alterations of any kind whatsoever, other than for resizing without distorting any proportions.  Licensed Content will not be used in a way that would reflect poorly on BrandConnex or U.S. News or in a manner that disparages BrandConnex or U.S. News or third parties.
 
f.      Licensee’s right to use the Licensed Content is conditioned upon the following: (i) Licensee shall not present the Licensed Content in a manner that misrepresents Licensee’s placement in the Eligible Category, (ii) Licensee shall continue to qualify for use of the Licensed Content in the Eligible Category and (iii) Licensee shall otherwise use the Licensed Content in accordance with this Agreement.
 
g.     Licensee may not use the Licensed Content in conjunction with a claim that U.S. News awarded the Licensee a numerical ranking for a ranking that U.S. News did not publish, such as “#1 in the County”. The use of “Top” or “Top Ranked” by a Licensee that ranks below others is misleading and therefore not allowed; “Among the Best” and “Highly Ranked” are some of the phrases that are appropriate to use when a Licensee is ranked but not the highest ranked in a category.
 
h.     If Licensee is tied with another institution(s) for the top position in any category, any claim that U.S. News named Licensee the best in that category -- such as '#1', 'highest-ranked', or 'the Best' -- must be accompanied by a statement that clearly indicates the tie.
 
i.      U.S. News has the right to monitor use of the Licensed Content and, upon request, Licensee shall furnish to U.S. News and/or its BrandConnex representative samples of materials displaying the Licensed Content. If U.S. News or BrandConnex determines, in its sole discretion, that Licensee’s use of the Licensed Content is inappropriate for any reason, U.S. News or BrandConnex may request that Licensee remove the Licensed Content from such materials.
 
7.     Confidentiality.     The Licensee agrees that it will keep confidential (i) the terms and conditions of this Agreement, including but not limited to pricing, (ii) Licensee’s ranking or ratings by U.S. News prior to U.S. News’s public announcement of the ranking or rating and (iii) any other non-public information it learns about U.S. News in connection with this Agreement.   
 
8.     Licensee Materials.           Licensee hereby grants U.S. News and BrandConnex the limited, royalty-free right to reproduce, display and distribute Licensee’s materials displaying the Licensed Content to demonstrate the use of the Licensed Content, and Licensee represents to U.S. News and BrandConnex that it has all rights necessary to grant such rights so that the authorized use will not infringe or otherwise violate any right of any third party.
 
9.     Intellectual Property.        Licensee acknowledges that the Licensed Content constitutes trademarks and copyrighted works owned by U.S. News.  All rights accruing from the use of the marks, and all associated goodwill, shall be to the sole benefit of U.S. News. 
 
10.  Disclaimer of Warranties. U.S. NEWS AND BRANDCONNEX DO NOT MAKE, AND EACH EXPRESSLY DISCLAIMS, ALL WARRANTIES, EXPRESS, IMPLIED OR ARISING BY CUSTOM OR TRADE USAGE HEREUNDER (INCLUDING WITH REGARD TO THE LICENSED CONTENT), INCLUDING WARRANTIES OF ADEQUACY, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
 
11.  Limitation of Liability.     THE COLLECTIVE LIABILITY OF U.S. NEWS, BRANDCONNEX, THEIR RESPECTIVE PARENTS, SUBSIDIARIES, AND AFFILIATED AND RELATED COMPANIES, AND THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES OF EACH OF THEM, UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE IN THE PREVIOUS TWELVE (12) MONTHS. U.S. NEWS AND BRANDCONNEX SHALL HAVE NO LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES HEREUNDER, INCLUDING BUT NOT LIMITED TO THE COSTS OF DESIGNING, PRODUCING AND DISTRIBUTING LICENSEE’S ADVERTISING AND MARKETING MATERIALS.
 
12.  Warranties and Indemnification.  The Licensee represents and warrants that any and all activities it undertakes in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulations.  The Licensee shall indemnify, defend and hold harmless U.S. News and BrandConnex, and their respective parents, subsidiaries, and affiliated and related companies, and the directors, officers, employees, agents and representatives of each of them (the “Indemnified Parties”) from and against any and all liabilities, fines, penalties, obligations, demands, causes of action, claims, judgments, settlements, losses, damages, injuries, costs, expenses and investigations  (“Losses”), relating either directly or indirectly to, or arising from:  (i) the Licensee’s breach of this Agreement, (ii) Licensee’s use of the Licensed Content, (iii) the content of any marketing or other materials containing the Licensed Content; (iv) the purchase and/or use of the Licensee’s products or services by one or more consumers, (v) complaints about Licensee’s academic programs and services, including but not limited to those programs and services advertised by Licensee using the Badge(s) and applications to and enrollment and attendance in any such programs by one or more consumers and/or (vi) the Licensee’s business, activities, products, facilities, and operations.  U.S. News shall, at its option, control on behalf of the Indemnified Parties the defense or settlement of any third party claim, or have the Licensee control the defense or settlement, using counsel approved in writing by U.S. News. In either case, the Licensee, as the indemnifying party, shall bear all costs and expenses of the defense or settlement (including, without limitation, reasonable attorney’s fees, costs and expenses) as and when they are incurred. In the event that the Licensee shall have control of the defense or settlement of a third party claim, the Indemnified Parties shall have the right to participate in such defense or settlement with counsel of U.S. News’s choosing. To the extent the Licensee controls the defense or settlement of any third party claim, the Licensee shall make no settlement without the written consent of U.S. News. 
 
13.  Suspension and Termination.
 
a.     If U.S. News reasonably believes that Licensee is in breach of any of its obligations under this Agreement, U.S. News shall have the right, at its discretion and with prior written notice to Licensee, to suspend Licensee’s use of the Licensed Content until such breach is cured.  If Licensee breaches this Agreement, U.S. News will be entitled, in addition to any other rights available under this Agreement or at law or in equity, to apply for immediate injunctive relief without any requirement to post a bond or other security.  In addition, U.S. News may terminate this Agreement with respect to one or more Eligible Categories currently in effect hereunder upon written notice to Licensee if Licensee has breached any of its obligations under this Agreement and has not cured such breach within five (5) days of receipt of written notice of such breach from U.S. News. For the avoidance of doubt, U.S. News may exercise its right to terminate this Agreement while Licensee’s access to the Licensed Content is suspended. Notwithstanding anything to the contrary contained in this Agreement, in the event U.S. News reasonably believes that Licensee has breached its obligations set forth in Section 6 (Use of the Licensed Content), U.S. News may, in its sole discretion, and without any opportunity for Licensee to cure such breach, immediately suspend Licensee’s access to the Licensed Content and terminate this Agreement upon written notice to Licensee from BrandConnex or U.S. News. Upon termination of this Agreement, the rights and licenses granted hereunder shall terminate, and Licensee will cease all use of the Licensed Content.
 
 
b.     In addition, U.S. News may terminate this Agreement if U.S. News determines at any time in its sole discretion that (i) Licensee’s description of its placement in the Eligible Category is or becomes inaccurate, misleading, or otherwise inappropriate for any reason, (ii) Licensee’s programs are no longer entitled to use such Licensed Content (whether due to a change in ranking by U.S. News or misreporting by the Licensee or otherwise), (iii) Licensee’s use of the Licensed Content does not comply with this Agreement, or (iv) Licensee’s continued use of the Licensed Content, in U.S. News’s reasonable judgment, would undermine the reputation or editorial integrity of U.S. News or expose it to legal risk.
 
14.  Survival.  Sections 1, 3, 7, 8, 9, 10, 11, 12, 14, 16 and 17, and any unpaid fee obligations, will survive any termination or expiration of this Agreement.
 
15.  Entire Agreement. This Agreement contains the final and entire agreement of the parties and may not be modified without a writing executed by both parties.  No other terms, including without limitation terms handwritten or typed onto this Agreement, or on or referred to in any Licensee purchase order or electronic platform, shall be applicable. 
 
16.  Miscellaneous.  The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or as joint venturers or partners for any purpose.  The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.  If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement otherwise remains in full force and effect and enforceable.  This Agreement shall be governed by and construed in accordance with the laws of the state of New York, without regard to the conflicts of laws provisions thereof.  Exclusive jurisdiction and venue for any action arising under this Agreement shall be in the federal and state courts located in New York County, New York, and both parties hereby consent to such jurisdiction and venue for this purpose.  Any notice hereunder will be effective upon receipt and shall be given in writing and, unless otherwise specified herein, shall be delivered by hand, overnight courier or U.S. mail (registered or certified) to BrandConnex and to Licensee, respectively, at the notice address set forth on the Order Confirmation or at such other address as either party may from time to time designate by written notice to the other.  U.S. News shall be a third party beneficiary of this Agreement. BrandConnex may, without the consent of the School Parties, assign this Agreement in whole or in part, including without limitation in connection with a merger, change in control, reorganization or sale or other transfer of all or a portion of its assets, business or ownership interests. This Agreement shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties hereto.  All sales are final and non-cancelable upon Licensee’s acceptance of this Agreement.
 
17.  Agent.  To the extent that an advertising agency or other third party accepts this Agreement on behalf of Licensee, such advertising agency or other third party represents that it has the authority to bind Licensee hereunder and shall, along with Licensee, be jointly and severally liable for all obligations of Licensee hereunder.