Frankfort DDA Logo Licensing Policy and Application Frankfort Downtown Development Authority 412 Main St., P.O. Box 351, Frankfort, MI 49635 Document Date: Subject: Third-Party Use of the Frankfort DDA Logo Purpose of the Frankfort DDA logo: The DDA wishes to, under certain conditions, to license the use of the Frankfort DDA Logo for the purpose of increasing tourism through the distribution of the logo as a marketing tool, encouraging entrepreneurial income for area businesses and protecting the the use of the logo through appropriate procedures and guidelines. The DDA wishes to protect its property rights inherent in the Logo by governing its limited use by third parties in a professional, consistent manner. Policy on the use of the Frankfort DDA logo(s): Licensing of the logo will be for three, two and one color versions of the logos. Vector and raster file formats will be provided to third-parties for various usage and can be downloaded at the following link once the application and fees (if applicable) have been received, and approval has been granted. http://www.frankfortmich.com/documents.html The logo is to be maintained and used in a format that is unaltered from the files that are provided for use. Colors, type and other graphic elements may not be modified without the
approval of the City Manager s office or other designee under the authority granted by the DDA, and only where either of the following circumstances exist: 1. The organization must be a community based not-for-profit organization and use of the logo will be restricted to events or merchandise sales which are determined by the City Manager to be community based in nature. 2. A for-profit entity requests to use the logo in a manner approved by the City Manager or staff and first pays a fee of 25.00 for such use of the logo. Any approved use of the logo (and collection of applicable fees) shall be for the period of one year from the date of the application approval. Prior approval of a use shall not constitute approval for any future or recurring use. Use of the logo after the period of twelve months will require the approval of a new application (and collection of applicable fees) for the next twelve-month cycle. The DDA Council will review the Frankfort DDA Logo policy each year and has the right to modify and change the policy for future applications. Appeals of any decision of the City Manager s office may be made informally to the DDA Council by appearing at the public comment portion of the agenda at any regular Council meeting. The decision of the DDA Council shall be final. Unpermitted use of the logo shall be at a license fee rate of 100% of gross revenues. Policy details: 1. Ownership: The Frankfort DDA and City of Frankfort are the copyright owners of all rights and interests to these logos and word marks. 2. In consideration of the valuable property rights inherent in the City of Frankfort and Frankfort, MI name and the DDA logo design which are inseparable from the good name and reputation of the City of Frankfort, MI, both domestically and internationally, this policy is established to govern the use of the Frankfort, MI, name and logo. 3. Usage: Use of the Frankfort DDA Logo for Community Branding is controlled by the Frankfort DDA Council and is delegated to City Manager and staff. Use of the Official City Logo for Community Branding on or in connection with items offered for sale shall only be permitted in accordance with this policy. 4. Not-for-profit organizations: Use of the Frankfort DDA Logo on or in connection with items offered for sale by not-for-profit organizations may be permitted without payment of a fee for use of the Frankfort DDA Logo for Community Branding, events or merchandise sales by that not-for-profit organization. 5. For-profit organizations: Use of the Frankfort DDA Logo in connection with events or items offered for sale by for-profit organizations may be permitted with payment of a license fee for use of the Frankfort DDA Logo by that for-profit organization under the following circumstances: 5.1 The organization must have a City of Frankfort address if the point of sale will be within the city limits. 5.2 Use of the logo will be restricted to events or merchandise sales as established by the terms of the license agreement permitting use of the Frankfort DDA Logo. 6. Appropriate use: The Frankfort DDA and City Manager s Office will consider licensing most events and products using the Frankfort DDA Logo so long as the
City is represented in a positive manner. However, the City will not license unacceptable items including, but not limited to, the following products: alcohol, tobacco, gambling products, knives, guns, miscellaneous weaponry, cigarettes, cigarette lighters, phone debit cards, pornography, and apparel with sexually explicit or off-color sayings. Licensee shall not use the Logo(s) in such way as is likely to cause confusion, or to cause mistake, or to deceive as to the affiliation, connection, or association of such person with another person, or as to the origin, sponsorship, or approval of his or her goods, services, or commercial activities by another person. More specifically the Logo(s) shall not be used in such a way that would confuse or misrepresent to the public that a user of said product is a City agent or employee or acting with the City s authority in its municipal, governmental capacity. 7. Logo(s) Format. Licensor retains the right to specify, from time to time, the format in which Licensee shall use and display the Logo(s), and Licensee shall only use or display the Logo(s) in a format approved by Licensor. 8. Quality Control. The Logo(s) may not be altered. This includes modifications to the graphic and illustrative elements and specified Pantone colors used in all of the 3, 2 and 1 color variations of the symbol and word-marks that are provided in the download from the City s website. All work performed shall be of reasonable quality and shall be performed by experienced personnel, materials shall be particularly selected for the particular job, all complaints regarding quality shall be investigated and shall be remedied to the satisfaction of Licensor. The manner in which Licensee uses the logos, and the quality of the licensed products marketed by Licensee under the trademarks (and all related advertising, promotional business materials and packaging), will be commensurate with, and at least as high as, the quality, style, and manner in which Licensor has used the logo(s). In no event shall the licensed products be sold under any terms or circumstances that would injure the prestige or goodwill of Licensor or the trademarks. Licensor may choose at its discretion during the term of this Agreement require Licensee to submit a representative sample of the Merchandise for inspection for quality control to ensure that the quality of items bearing the Logo is consistent and predictable. 9. Assignment. Licensee shall not assign, sublicense, transfer, or otherwise convey Licensee s rights or obligations under this Agreement without Licensor s prior written consent. Licensee shall indemnify and hold harmless Licensor against all liability, costs, and expenses, including but not limited to a reasonable attorneys fee, arising out of or in connection with claims relating to an attempted assignment, sublicense, transfer, or other conveyance of Licensee s rights and obligations. 10. Indemnification, Hold Harmless, and Warranty. Licensee shall covenant not to sue and indemnify and hold harmless Licensor against all liability, costs, and expenses, whatsoever, including but not limited to a reasonable attorneys fee, arising out of or in connection with this License. Licensee also warrants that use of the Logo(s) will not infringe or violate any intellectual property rights of a third party.
Licensee shall indemnify and hold harmless Licensor against all liability, costs, and expenses, whatsoever, including but not limited to a reasonable attorneys fee, arising out of or in connection with third party intellectual property claims. Licensee also warrants that any Merchandise is in compliance with all Federal, State, and local laws and regulations shall indemnify and hold harmless Licensor against all liability, costs, and expenses, whatsoever, including but not limited to a reasonable attorneys fee, arising out of or in connection with third party use of the Merchandise and claims of third party users of the Merchandise. 11. Automatic Termination for Cause. Notwithstanding the provisions of Section 4.1 of this Agreement, this Agreement and all rights granted hereby, including but not limited to Licensee s right to use the Logo(s), shall automatically terminate without notice from Licensor if (1) Licensee attempts to assign, sub-license, transfer or otherwise convey, without first obtaining Licensor s written consent, any of the rights granted to Licensee by or in connection with this Agreement; (2) Licensee uses the Logo(s) in a manner in violation of, or otherwise inconsistent with, the restrictions imposed by or in connection with this signed Agreement; or (3) Licensee uses the Logo(s) in a manner not expressly permitted by this Agreement. 12. Effect of Termination. All rights granted by this Agreement, including, without limitation, Licensee s right to use the Logo(s), shall expire upon termination of this Agreement, and upon termination Licensee shall immediately cease and desist from all further use of the Logo(s). There shall be no refund of any consideration or expense whatsoever. 13. Impairment of Licensor s Rights. Licensee shall not at any time, whether during or after the term of this Agreement, do or cause to be done any act or thing challenging, contesting, impairing, invalidating, or tending to impair or invalidate any of Licensor s rights of Copyright. 14. Licensor s Rights and Remedies. Licensee acknowledges and agrees that Licensor has, shall retain, and may exercise, both during the term of this Agreement and thereafter, all rights and remedies available to Licensor, whether derived from this Agreement, from statute, from the common law, or otherwise, as a result of or in connection with Licensee s breach of this Agreement, misuse of the Logo(s), or any other use of the Logo(s) by Licensee which is not expressly permitted by this Agreement. 15. Applicable Law. This Agreement shall be interpreted, construed, and enforced pursuant to and in accordance with, the laws of the State of Michigan. 16. Amendments. This Agreement may not be modified, amended, altered, or supplemented except by an agreement in writing executed by the parties hereto. 17. Submission of Application: All applications shall be submitted to the office of the City Manager for review. The City Manager s office shall review such applications and determine whether the applications should be approved, modified or denied.
Application for the use of the Frankfort DDA logo(s): APPLICANT CONTACT INFORMATION: Name: Organization: Address: Phone: E-mail: ARE YOU A NON-PROFIT OR FOR-PROFIT ORGANIZATION? PLEASE EXPLAIN WHAT THE FRANKFORT DDA LOGO WILL BE USED FOR: WHEN WILL YOUR ORGANIZATION USE THE LOGO (DATES)? Start date: End date: WHERE WILL THE LOGO BE USED? SIGNATURES: City Superintendent s Office (Signed upon approval) date Licensee (Signed upon submission) date