Terms of submittal

These Terms of Submittal govern the Program Participant and Test Sponsor Company's submittal of any test results under and other participation in the SNIA Emerald™ Program.

 

1.      The individual submitting the test results on behalf of the Program Participant and Test Sponsor Company represents and warrants that he or she is authorized to submit the test results on behalf of the Program Participant and Test Sponsor Company and to bind the Program Participant and Test Sponsor Company to these Terms of Submittal.
 

2.      Program Participant and Test Sponsor Company represents and warrants that it agrees that these Terms of Submittal may be and is set forth in the English language and that it understands and agrees to these Terms of Submittal.
 

3.      Program Participant and Test Sponsor Company agrees to abide by any policies and procedures pertaining to the SNIA EMERALD program that SNIA may promulgate from time to time, including without limitation any future published SNIA Emerald™ Program Policies and Procedures document(s).  Program Participant and Test Sponsor Company is responsible for reviewing any correspondence, whether electronic or otherwise, from SNIA, SNIA Emerald™ Program Director, and the SNIA Emerald™ website, in order to keep up to date with the current policies and procedures for the SNIA Emerald™ Program. In the event of any changes to any such policies and procedures, SNIA will use all commercially reasonable efforts to give at least 30 days' advance notice of changes to any such policies and procedures.
 

4.      Trademarks. 

1.      SNIA hereby grants to Program Participant and Test Sponsor Company a limited, personal, nonexclusive, nontransferable license to use those marks that SNIA designates solely in and subject to compliance with these Terms of Submission, as well in accordance with any style or usage guidelines or product quality standards as SNIA may promulgate from time to time, including without limitation  any future published SNIA Emerald™ Program Policies and Procedures document(s). SNIA may modify or limit this grant of license to restrict geographic scope or otherwise as it may reasonably determine is necessary or appropriate to minimize exposure to legal liability or to protect or respect the rights or interests of it, its members, or third parties.
 

2.      Program Participant and Program Sponsor Company acknowledges that all right, title, and interest in and to all SNIA and SNIA Emerald™ program marks is and shall remain with SNIA. Program Participant and Test Sponsor Company agrees to do nothing inconsistent with such ownership and that all use of any such marks shall inure to the benefit of and on behalf of SNIA. Nothing in this agreement gives Program Participant and Test Sponsor Company any right, title, and interest in or to such marks other than the right to use the marks in accordance with these Terms of Submittal and the associated guidelines, standards, policies, and procedures.  Program Participant and Test Sponsor Company agrees not to make any claim to or against SNIA’s right, title, and interest in and to any SNIA or SNIA Emerald™ program marks.
 

3.      Program Participant and Test Sponsor may use the designated marks only in connection with goods and services that meet generally prevailing industry standards and that meet any quality standards that SNIA may promulgate from time to time. The form and manner of Program Participant and Test Sponsor Company's use of the marks must be in accordance with any guidelines that SNIA may promulgate from time to time.
 

4.      Program Participant and Test Sponsor Company will cooperate with SNIA in facilitating SNIA's periodic review of Program Participant and Test Sponsor Company's use of the designated marks. Among other things, Program Participant and Test Sponsor Company will supply SNIA with suitable specimens of its uses of the designated marks upon reasonable notice, at the request of the SNIA. 
 

5.      Program Participant and Test Sponsor Company acknowledges and agrees that SNIA may elect (but is not obligated) to take certain steps to police the designated marks in order to preserve its rights in those marks. Accordingly, Program Participant and Test Sponsor Company will take reasonable steps to promptly notify SNIA of any suspected infringement of or challenge to the designated marks. In the event that SNIA pursues any such reported or any other infringement of its marks, Program Participant and Test Sponsor Company agrees to cooperate reasonably in such efforts. 
 

6.      Program Participant and Test Sponsor Company agrees not to make any use of the designated marks not expressly allowed under these Terms of Submission or the related policies and procedures. 
 

5.      PROGRAM PARTICIPANT AND TEST SPONSOR COMPANY AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS SNIA (AND ITS OFFICERS, DIRECTORS, ATTORNEYS, EMPLOYEES, AND AGENTS) FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING OUT OF OR RELATING TO YOUR USE OF ANY SNIA EMERALD MARKS, INCLUDING WITHOUT LIMITATION YOUR USE OF SUCH MARKS ON ANY PRODUCTS AND ANY CLAIMS BY USERS OF SUCH PRODUCTS ALLEGING DEFECTS, FAILURE, OR MALFUNCTION, OR BASED ON A THEORY OF PRODUCT LIABILITY. 
 

6.      SNIA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THESE TERMS OF SUBMITTAL. TO THE MAXIMUM EXTENT ALLOWED BY LAW, SNIA EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. 
 

7.      TO THE MAXIMUM EXTENT ALLOWED BY LAW, SNIA DISCLAIMS ANY LIABILITY FOR DIRECT DAMAGES RELATING TO THESE TERMS OF SUBMITTAL OR SPONSOR COMPANY'S PARTICIPATION IN OR OTHER USE OF THE SNIA EMERALD PROGRAM. ADDITIONALLY, UNDER NO CIRCUMSTANCES WILL SNIA BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST OR PROSPECTIVE PROFITS, OR LOST BUSINESS OPPORTUNITIES ARISING FROM OR RELATING TO THE SNIA EMERALD PROGRAM OR OTHERWISE RELATING TO THESE TERMS OF USE. 
 

8.      SNIA may also revoke the trademark license with respect to specific products of Program Participant and Test Sponsor Company, or the license with respect to specific products may be automatically revoked, as set forth with SNIA Emerald™ Program Policies and Procedures.    SNIA may terminate the entirety of this Terms of Submission agreement upon three calendar months’ prior notice for any reason whatsoever. Additionally, SNIA may terminate this Terms of Submittal agreement immediately and without notice if it abandons its operations with respect to the SNIA Emerald™ program or it ceases operations altogether. Upon termination, Program Participant and Test Sponsor Company must cease all use of the designated marks, though it will be allowed a reasonable amount of time to use up existing packaging and materials using the marks, as will be set by SNIA at or within a reasonable amount of time after termination. 
 

9.      These Terms of Submittal shall be governed by and construed in accordance with the laws of the State of California and the United States of America governing agreements made, entered into, and performed entirely in the State of California, United States of America, without reference to any choice-of-law provisions. Additionally, Program Participant and Test Sponsor Company submits to jurisdiction in California, United States of America, and further agrees that any claim arising under this Terms of Use agreement shall be brought exclusively in a court in the City and County of San Francisco, California, United States or the United States District Court for the Northern District of California. 
 

10.    If any provision of this Terms of Submittal agreement shall be deemed invalid or unenforceable, that provision shall be reformed and/or construed consistently with applicable law as nearly as possible to reflect the original intentions of this agreement; and in any event, the remaining provisions of this agreement shall remain in full force and effect. 
 

11.    Any waiver of any breach or covenant of this Terms of Submittal agreement must be in a writing executed by a duly authorized representative of the party waiving the breach. A waiver of a breach or covenant of this Terms of Submittal agreement shall not be construed to be a waiver of any succeeding breach or any other covenant unless specifically and explicitly stated in such waiver.