1. Parties: This Agreement contains the terms and conditions by which
Honeywell International Inc. (“HONEYWELL,” “We” or “Us”), a Delaware
corporation, with a principal place of business at 101 Columbia Road,
Morristown, New Jersey, 07962 is willing to grant you a license to use
Honeywell’s logo and/or name. By clicking “submit” you acknowledge that you have
read and accept the terms and conditions of this Agreement in its entirety.
“The Logos” are the HONEYWELL logos as specified by HONEYWELL from time to time,
a current version of which is set forth on
and made part of this Agreement.
3. Grant of License: We grant You a non-exclusive, royalty free, license to use
The Logos in your company’s advertising, literature and websites solely in
connection with the marketing and resale of Honeywell branded products.
4. Term of License: The license granted by this Agreement shall commence on date
clicked/submitted (the “Effective Date”), and continue until terminated as
5. Limitations on License: You agree to comply with the following, which are
conditions of the license granted by this Agreement:
A. You may only use The Logos and Honeywell name in strict conformity with the
standards as provided by Honeywell or as set forth on the following web page:
http://www.honeywellsecurity.com/resources/branding/logo/index.html or at such
other Internet location on the World Wide Web as we may notify You. You
acknowledge and agree that it is your responsibility to remain informed about,
and to immediately comply with, any changes we may make in the HONEYWELL
Corporate Identity Standards that affect your use of The Logos.
B. You may not assign the license granted by this Agreement without our prior
C. The license granted by this Agreement is non-sublicensable. Nothing in this
Agreement grants You, or authorizes You to grant to any other person, firm or
corporation, any right to use The Logos in any way or by any means or manner.
6. Trademarks and Copyrights:
A. As between HONEYWELL and You, You acknowledge HONEYWELL’s exclusive right,
title, and interest in and to the trademark rights in The Logos. You agree that
You shall not acquire any right of any kind in The Logos as a result of your use
of it, and You agree that all such uses shall inure to the benefit of HONEYWELL.
B. You agree that You shall not: (i) use The Logos in any manner likely to
diminish its commercial value; (ii) knowingly use any name, logo or icon likely
to cause confusion with The Logos; (iii) make any representation to the effect
that The Logos is owned by You rather than by HONEYWELL; (iv) challenge either
the validity or HONEYWELL’s ownership of any trademark rights which incorporate
The Logos; or (v) attempt to register, register or own in any country: a) The
Logos; b) any domain name incorporating in whole or in part The Logos or c) any
name, domain name, keyword or mark confusingly similar to The Logos.
C. As between HONEYWELL and You, You acknowledge HONEYWELL’s exclusive right,
title and interest in and to the copyright in The Logos, and You agree that You
will not contest or assist another in contesting that copyright or HONEYWELL’s
ownership of it.
D. All materials, if any, provided by HONEYWELL to You under this Agreement, and
all proprietary rights in and to all such materials shall remain the sole and
exclusive property of HONEYWELL, subject only to the non-exclusive rights
granted to You under this Agreement.
E. Upon request, You shall furnish to HONEYWELL, without charge, samples of
materials which feature The Logos or the Honeywell name. HONEYWELL shall have
the right of approval over such items by giving written notice to You, within
twenty (20) days of receipt of the samples, of such reasonable changes or
corrections as may be necessary to comply with HONEYWELL’s reasonable quality
concerns. You shall make and incorporate said changes or corrections.
HONEYWELL’s failure, following receipt of samples, to give notice of any such
changes or corrections shall be deemed by You to constitute approval by
F. If HONEYWELL, in its sole discretion, determines that any materials used,
sold, distributed or offered for sale or distribution by You under this
Agreement are unsatisfactory to HONEYWELL, either based on the quality of the
materials themselves or the depiction of The Logos on the materials, then
HONEYWELL shall so notify You in writing. Upon receipt of such notification, You
shall have thirty (30) days to implement such reasonable changes, as HONEYWELL
shall suggest, ensuring that the materials are satisfactory to HONEYWELL.
Representations and Warranties: You hereby represent and warrant to HONEYWELL
that You (a) have the right, power and authority to enter into this Agreement
and to perform Your obligations as set forth herein; (b) are under no obligation
or restriction that does or would interfere or conflict with your obligations
under this Agreement, nor will You assume any such obligations or restrictions
during the term hereof; and (c) the information provided by You in connection
with this Agreement is true, correct and complete.
8. Disclaimer and Warranties: HONEYWELL DISCLAIMS ANY AND ALL WARRANTIES THAT
MAY BE EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE LOGOS OR OTHERWISE,
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AGAINST INFRINGEMENT, TITLE,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, AND AGAINST ALL
CLAIMS AND LIABILITIES ARISING OUT OF YOUR USE OF THE LOGOS.
9. Limitation of Liability: IN NO EVENT SHALL HONEYWELL BE LIABLE FOR ANY
DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT,
CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS,
SAVINGS, DATA OR USE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING
NEGLIGENCE OR STRICT LIABILITY), ARISING OUT OF THIS AGREEMENT. BOTH PARTIES
ACKNOWLEDGE AND AGREE THAT THE LACK OF A REQUIREMENT OF ANY MONETARY PAYMENT
HEREUNDER IS BASED IN PART UPON THESE LIMITATIONS, AND FURTHER AGREE THAT THESE
LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY. Without limiting the foregoing, HONEYWELL shall have no
responsibility for any monetary damages under any contract, tort or other legal
or equitable theory, regardless of the form of the action. Such limit shall
apply whether or not HONEYWELL has been advised of the possibility of such
10. Indemnity: You shall indemnify, defend and hold harmless HONEYWELL, its
affiliates, and their respective officers, directors, members, employees and
agents from and against any claims, actions, suits or proceedings, as well as
any and all claims, actions, damages, costs and expenses (including reasonable
attorneys fees) arising out of or accruing from (a) any misrepresentation or
breach of your representations and warranties set forth in this Agreement; and
(b) any non-compliance by You with any agreements or undertakings contained in
or made pursuant to this Agreement.
A. HONEYWELL may, in its sole discretion, terminate this Agreement or modify
your license to use The Logos at any time upon written notice to You. Upon
termination of this Agreement, You shall immediately cease any and all use of
The Logos or any trademarks confusingly similar to The Logos.
B. You may terminate this Agreement at any time upon thirty (30) days prior
written notice to HONEYWELL.
C. Unless renewed by mutual agreement of the Parties, this Agreement shall
expire three (3) years from the Effective Date.
D. The provisions of Paragraphs 6, 7, 8, 9, 10, 12, 13, and 15 hereof shall
survive termination of this Agreement.
12. Notices: Any notice required or permitted by this Agreement shall be in
writing and shall be deemed sufficient upon receipt by the other party, when
delivered by certified or registered mail, return receipt requested, by
commercial overnight delivery service, or by personal delivery to the address of
such party as set forth above or to any subsequent address designated by either
party, on notice to the other pursuant hereto, for the purpose of receiving
notices under this Agreement.
13. Governing Law: 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. The parties hereby submit to the exclusive
jurisdiction of the federal and state courts located in New York, New York, and
any action or suit under this Agreement shall only be brought by the parties in
any federal or state court in New York, New York with appropriate jurisdiction
over the subject matter.
14. Amendment: HONEYWELL reserves the right in its sole discretion to amend this
Agreement by providing You with prior written notice thereof.
15. Miscellaneous: This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and supercede all oral or
written agreements and understandings made and entered into by the parties prior
to the Effective Date hereof. You may not assign this Agreement in whole or in
part without the prior written consent of HONEYWELL, and any purported
assignment in violation of these provisions shall be null and void. Subject to
the foregoing limitation, this Agreement shall be binding upon and inure to the
benefit of the parties hereto, their respective heirs, personal representatives,
successors and assigns. If any provision of this Agreement shall be held by a
court of competent jurisdiction to be void or unenforceable, the remaining
provisions shall remain in full force and effect. No waiver by either party of
any breach of any provision of this Agreement shall constitute a waiver of any
concurrent or subsequent breach of the same or any other provisions hereof, and
no waiver shall be effective unless made in writing and signed by the waiving
party. This Agreement shall not be construed or deemed to create any
partnership, joint venture, agency, franchise or other form of agreement or
relationship between the parties other than as expressly set forth herein.