Local Content and Domestic Content Brand License Agreement

Certification Mark Agreement

This Certification Mark Agreement (the “Agreement”) is entered into by and between the entity on whose behalf this form is submitted (“Licensee” or “You”) and Local Content, a subsidiary of MRV Group, LLC, an New York limited liability company (“Licensor”). This Agreement is effective as of the date Licensee’s authorized representative manifests assent on behalf of the organization by checking the “I Agree” boxes below, and/or through Licensee’s continuing use of the Certification Mark (defined below) whether or not the form is submitted.

Declaration

BY ITS EXECUTION OF THIS AGREEMENT AND AS AN EXPRESS CONDITION OF ITS CONTINUED USE OF THE CERTIFICATION MARK (DEFINED BELOW) , LICENSEE HEREBY REPRESENTS AND WARRANTS THAT (A) HE OR SHE IS AN AUTHORIZED OFFICER OF THE ENTITY EXECUTING THIS AGREEMENT AND IS PROPERLY AUTHORIZED TO EXECUTE THIS AGREEMENT ON BEHALF OF THE ENTITY; (B) HE OR SHE BELIEVES THE ENTITY MEETS THE ACCREDITATION STANDARDS BELOW AND THAT ITS USE OF THE CERTIFICATION MARK WILL AT ALL TIMES COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS, INCLUDING BUT NOT LIMITED TO THOSE OF THE FEDERAL TRADE COMMISSION, CONCERNING THE USE OF THE “MADE IN USA” DESIGNATION OF ORIGIN (the “FTC Regulations”); (C) HIS OR HER BELIEF IN THE ABOVE STATEMENTS ARE BASED UPON PERSONAL KNOWLEDGE; AND (D) FURTHER THAT THESE STATEMENTS WERE MADE WITH THE KNOWLEDGE THAT WILLFUL FALSE STATEMENTS AND THE LIKE WILL RESULT IN TERMINATION OF LICENSEE’S RIGHT TO USE THE CERTIFICATION MARK, AMONG SUCH OTHER RELIEF AS LICENSOR MAY BE ENTITLED.

Accreditation Standards

Certification Marks (Self-Certified)

Licensees who self-certify their compliance with the following Accreditation Standards qualify for use of one or more of the Certification Marks below. Confirm and select the option that applies to your products.

Accreditation Standards.

In order to be eligible to become an accredited business entitled to use the MADE IN USA Certification Mark, Licensee represents, warrants and covenants to Licensor that its business or organization meets all the following accreditation standards (“Accreditation Standards”):

1. You have been operational (actively making or growing products or services) in the United States for at least the most recent 12 months, unless the principal(s) previously operated a similar business that was eligible to qualify for the Self-Certified Made in USA Brand Certification Mark accreditation).

2. Your use of the Certification Marks will comply with all applicable FTC Regulations for making Unqualified or Qualified “Made In U.S.A.” Claims. For more information, see the FTC web site https://www.ftc.gov/tips-advice/business-center/guidance/complying-made-usa-standard#statutes.

a. Unqualified Self-Certified Certification Mark.

If you will be using the Unqualified Self-Certified Certification Mark, you will do so in connection with a product that is “all or virtually all” made in the United States as defined by applicable and controlling FTC Regulations. In addition to your compliance with all FTC Regulations, these Accreditation Standards require that (i) all significant parts and processing that go into the product are of U.S. Origin. That is, the product contains no — or negligible — foreign content; (ii) the last substantial transformation of the product must have taken place in the U.S; and (iii) the final assembly or processing, except for de minimis finishing, must have taken place in the U.S.

b. Qualified Self-Certified Certification Mark

If you will be using the Qualified Self-Certified Certification Mark, you will do so in connection with a product that meets the applicable and controlling FTC Regulations. In addition to your compliance with all FTC Regulations, these Accreditation Standards require that (i) Greater than 50% of the product’s total manufacturing costs can be assigned to U.S. parts and processing; (ii) the last substantial transformation of the product must have taken place in the U.S.; and (iii) the final assembly or processing, except for de minimis finishing, must have taken place in the U.S.

3. If you will be operating in California, you will additionally comply with California Business and Professions Code 17533.7, which states: “It is unlawful for any person, firm, corporation or association to sell or offer for sale in this State any merchandise on which merchandise or on its container there appears the words “Made in U.S.A.” “Made in America,” “U.S.A.,” or similar words when the merchandise or any article, unit, or part thereof, has been entirely or substantially made, manufactured, or produced outside of the United States.”

4. You will retain competent and reliable evidence to substantiate the claim or claims described above that your product or service is made in the U.S. in accordance with applicable laws and regulations. You agree to supply such evidence when and how requested by Licensor and permit Licensor, upon reasonable notice, to perform random spot checks of any Licensee’s products, facilities, and/or records to confirm compliance with these Accreditation Standards.

5. The product’s final assembly or processing will take place in the United States, which includes any of its fifty states, the District of Columbia, and all U.S. territories and possessions.

6. You will fulfill any and all licensing and bonding requirements applicable in the jurisdictions in which you operate.

7. You are not and will not be the subject of legal action or government enforcement action that demonstrates a significant failure to support the claim or claims described above or failure to adhere to ethical principles in marketplace transactions.

8. You are not and will not be the subject of an unsatisfactory product rating from any applicable product or service rating company.

9. You will remain in compliance with all other laws and regulations governing your activities.

10. You will pay the required annual license fee in consideration of the license granted herein, based upon the rate schedule below, Licensee agrees to pay an annual license fee based upon Licensee’s gross annual revenue (“Revenue”) of all products or services on or in connection with the Certification Mark is used:

$250/year licensing fee if Revenue ≤ $500,000
$500/year licensing fee if Revenue > $500,000 and ≤ $50 million
$1,000/year licensing fee if Revenue > $50 million and ≤ $500 million
$2,000/year licensing fee if Revenue > $500 million.

License Grant

Provided that Licensee complies with all the terms and conditions of this Agreement, including the Accreditation Standards, Licensor hereby grants Licensee a limited, non-exclusive, worldwide, revocable, non-transferable license to use the Certification Mark(s) on or in connection with Licensee’s products or services that meet the applicable Accreditation Standards (“Certified Products”).

Licensee shall not use the Certification Mark in any manner that is designed to promote the Certification Mark itself. Licensee may only use the Certification Mark to designate that Licensee’s products or services meet the Accreditation Standards. Examples of unacceptable use include, but are not limited to, prominent use of the Certification Mark as a logo on articles of clothing, coffee mugs, bumper stickers or other “affinity” merchandise.

Except for the limited license rights granted herein, Licensor reserves to itself all right, title and interest in and to the Certification Mark.

Use of Licensee Information by Licensor. Licensee gives Licensor permission to publish information about Licensee, Licensee’s business, and Licensee’s use of the Certification Mark for the purpose of indicating Licensee’s participation in Licensor’s Certification Mark program.

Usage Limitations. In the event Licensor or any court or governmental entity determines that use of the Certification Mark may in any particular manner or jurisdiction violate any applicable laws, be contrary to public policy or may subject Licensee or Licensor to any third-party claims, legal proceedings, governmental investigations or proceedings, penalties or liabilities, Licensee agrees, upon receipt of notice and request from Licensor, to immediately cease and desist from all use of the Certification Mark in such particular manner or jurisdiction.

Control. Licensor shall have absolute determination and control, in its sole discretion, over the design, redesign, modification, registration, maintenance, protection, enforcement, ownership, licensing, use and termination of the Certification Mark.

Specific Use Restrictions. Without Licensor’s prior express permission in writing, Licensee shall not use the Certification Mark in any form other than the exact form provided by Licensor and shall not modify the Certification Mark or combine it with another mark, or use, adopt or register any marks confusingly similar to the Certification Mark.

Licensee shall not use the Certification Mark in any manner that would: (a) be likely to reduce, diminish or damage the goodwill, value or reputation associated with the Certification Mark; (b) violate the rights of any third parties; (c) result in any third party claim or in any governmental investigation, claim or proceeding alleging unlawful or improper use of the Certification Mark; (d) cause the Certification Mark to be used in any manner other than as a certification mark; or (e) violate the FTC Regulations.

Licensee shall display the applicable Certification Mark clearly and prominently on Certified Products and Services only. As used in this Agreement, “clearly and prominently” shall mean:

A. In an advertisement communicated through an electronic medium (such as television, video, radio, and interactive media such as the Internet and online services), the Certification Mark shall be presented simultaneously in both the audio and video portions of the advertisement as “Made in USA Self-Certified.” Provided, however, that in any advertisement presented solely through video or audio means, the Certification Mark may be made through the same means in which the ad is presented.

The audio disclosure “Made in USA Self-Certified” shall be delivered in a volume and cadence sufficient for an ordinary consumer to hear and comprehend it. The Certification Mark in video shall be of a size and shade, and shall appear on the screen for a duration, sufficient for an ordinary consumer to read and comprehend it. In addition to the foregoing, in interactive media the Certification Mark shall also be unavoidable and shall be presented prior to the consumer incurring any financial obligation.

B. In a print advertisement, promotional material, or instructional manual, the Certification Mark shall be in a type size and location sufficiently noticeable for an ordinary consumer to read and comprehend it, in print that contrasts with the background against which it appears. In multipage documents, the Certification Mark shall appear on the cover or first page.

C. On a product label, the Certification Mark shall be in a size and location on the principal display panel sufficiently noticeable for an ordinary consumer to read and comprehend it, in print that contrasts with the background against which it appears.

Noncompliance. Licensee shall immediately and at its sole cost and expense correct any usage of the Certification Mark after receiving notice from Licensor of Licensee’s failure to comply with the requirements of this Agreement.

Licensor Ownership of the Certification Mark

Licensor Ownership of the Certification Mark. Licensee acknowledges Licensor’s exclusive right, title and interest in and to the Certification Mark and acknowledges that nothing herein shall be construed to accord to Licensee any rights in the Certification Mark except as otherwise expressly so provided.

Licensee represents and warrants with respect thereto that it will not at any time do any of the following: (a) challenge Licensor’s right, title or interest in the Certification Mark or the validity the Certification Mark or any registration thereof; (b) do or cause to be done or omit to do anything, the doing, causing or omitting of which would contest or in any way impair or tend to impair the rights of Licensor in the Certification Mark; (c) represent that it has any ownership in or rights with respect to the Certification Mark; and (d) adopt, use or register any certification mark, trademark, service mark, trade name, insignia or logo that is confusingly similar to or a colorable imitation of the Certification Mark.

Consent. Licensee gives its consent to Licensor’s use of Licensee’s name and logo (a) on Licensor’s web site, blog, Facebook page and other social media and Internet sources, including linking to Licensee’s home page, (b) for use in recruiting additional Accredited Businesses and (c) in press releases, news articles, advertisements and other public statements concerning the Certification Mark, all in order to indicate that Licensee is an Accredited Business.

Termination. Licensee acknowledges that if it engages in any unauthorized use of the Certification Mark or any violation of the Accreditation Standards or other provisions of this Agreement irreparable injury will occur if such unauthorized use or violation continues, and Licensor may immediately terminate Licensee’s right to continue using the Certification Mark and may seek injunctive relief.

Licensee may terminate this Agreement at any time by discontinuing any use of the Certification Mark. In addition to Licensor’s right to terminate this Agreement upon Licensee’s breach of this Agreement, Licensor may terminate this Agreement for any reason upon thirty (30) days’ notice to Licensee. Upon any termination of this Agreement, the license granted hereunder shall immediately terminate. Licensee will immediately discontinue all use of the Certification Mark.

No Warranty by Licensor. LICENSOR PROVIDES THE LICENSE GRANTED HEREUNDER WITHOUT ANY WARRANTY OF ANY KIND. LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. UNDER NO CIRCUMSTANCES WILL LICENSOR BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF ANY CERTIFIED PRODUCT(S), ANY PRODUCT(S) BEARING THE CERTIFICATION MARK OR CONDUCT OR REPRESENTATIONS OF LICENSEE, ITS CUSTOMERS, OR ANY USERS OF LICENSOR’S AND LICENSEE’S WEB SITES. LICENSOR MAKES NO REPRESENTATION ABOUT ANY CERTIFIED PRODUCT OR ANY PRODUCTS BEARING THE CERTIFICATION MARK AND EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OF THE SAME. LICENSOR CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF ANY CERTIFIED PRODUCT OR ANY PRODUCT(S) BEARING THE CERTIFICATION MARK.

Limitation of Liability. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS ARISING FROM OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY ALLEGED BREACH OF ANY REPRESENTATION, WARRANTY OR OTHER PROVISION HEREIN, REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH CLAIMS ARE BASED AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.

Indemnity. Licensee agrees to indemnify, defend and hold Licensor and its officers, directors, business partners, employees and agents harmless from and against any claim, damage, loss or liability, including reasonable attorneys’ fees and costs (“Claim”) incurred arising out of or in connection with any breach of this Agreement by Licensee or any Claim asserted by any third party, whether for personal injury, misrepresentation or otherwise, arising out of or relating to the manufacture, advertising, promotion, use, marketing or sale of Certified Products or the use of the Certification Mark.

Governing Law. This Agreement will be exclusively governed by and construed in accordance with the laws of the Ohio, without regard to conflicts of law’s provisions. Licensee agrees to submit to the exclusive jurisdiction of the courts located in Franklin County, Ohio for any dispute arising under this Agreement. Licensee recognizes that a remedy at law for its breach of the this Agreement will not be an adequate remedy for Licensor and, accordingly, the Licensor shall have the right to obtain, in addition to any other relief and remedies available to it, specific performance and/or injunctive relief to enforce this Agreement.

Independent Contractors. The parties are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. Neither party shall make any warranties or representations on behalf of the other party.