This agreement is entered into between the Recreational Software Advisory Council, Inc. (“RSAC”), a nonprofit corporation situated in the District of Columbia, and the company, institution, organization, government department or individual, identified in this application (“Applicant”).
WHEREAS RSAC has developed a voluntary, independent program that is intended to provide consumers with the information they need to make wise decisions about the content of web sites they and their children visit.
WHEREAS, as part of the Ratings Program, RSAC owns certain service marks and certification marks that are intended to indicate certain information to consumers (“RSAC Marks”);
WHEREAS Applicant wishes to participate in the Ratings Program, and connection with the particular web site identified within this application (“the Rated Web Site”);
NOW THEREFORE, in consideration of the mutual representations, warranties, and covenants set forth in this agreement, and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:
1. To receive a Rating Authorization for the Rated Web Site from RSAC, Applicant shall complete the RSACi Ratings Questionnaire, and agree to these Terms and Conditions herein by selecting the “I Agree” button at the end of the application.
2. RSAC shall assign a rating to the Rated Web Site (the “Assigned Rating”). This will be sent via e-mail as HTML tags to be placed on the applicant’s web site as instructed. RSAC shall be deemed to have fully performed its obligations under this agreement at such time when RSAC delivers the Assigned Rating to Applicant.
3. Upon use of the Assigned Mark, Applicant shall be deemed to have accepted the rights, obligations, and restrictions herein and in the Ratings Authorization. Applicant shall be authorized to use the Assigned Rating on its Web Site until the designated date of expiration. Applicant shall use the Assigned Rating solely in connection with the Web Site and in accordance with the Ratings Specifications. Applicant shall not use all or any part of the Assigned Rating for any purpose other than to inform consumers about the contents of the Rated Web Site.
4. Applicant shall discontinue use of RSACi labels and agrees to re-rate its site if there are changes to the content of its site which would require Applicant to modify its responses to the Ratings Application.
5. Applicant agrees that RSAC has the right to audit and inspect the Rated Web Site to confirm that Applicant’s use of the Assigned Rating meets the established standards and specifications of RSAC.
6. In the event that the rated content does not meet the standards and specifications of the Assigned Rating, or there is any material misrepresentation or violation of the Ratings Application, RSAC may, after written notice and an opportunity for Applicant to defend before RSAC the basis for the Assigned Rating, take appropriate action, including but not limited to corrective labeling, consumer and press advisories and postings on appropriate Web Sites. If, after written notice by RSAC, Applicant fails to remedy such default in the manner and within a reasonable time specified by RSAC, then RSAC may, at its option and by written notice, immediately terminate this license to use the Assigned Rating and any other RSAC Mark in connection with the Rated Web Site.
7. Upon termination, Applicant shall discontinue any and all use of the Assigned Rating and other RSAC Marks on the rated content and refrain from using any confusingly similar mark or name.
8. Applicant acknowledges the validity of the RSAC Marks, and that RSAC has established significant rights and valuable good will therein. Applicant recognizes and agrees not to impair the title, rights and interest of RSAC in the RSAC Marks, including the Assigned Rating. Applicant shall not make any claim to , apply to register, or register the Assigned Rating, any RSAC Mark or any confusingly similar marks. All use of the Assigned Rating and other RSAC Marks shall inure solely to the benefit of RSAC.
9. Applicant hereby represents and warrants that the person named in the Application is of full authority to enter into agreements and obligations on behalf of the Applicant; and that the responses and representations made in the Ratings Application are true and complete Site.
10. Applicant hereby indemnifies and holds RSAC harmless from any claims, suits, losses or damages, including reasonable attorneys fees incurred by RSAC, in connection with any services, Rated Web Site, misrepresentation, or violation of the Ratings Application by Applicant
11. The participation by Applicant in the Ratings Program is entirely voluntary, and it is entering into this agreement without any representation or warranty of any kind being made by RSAC hereunder. The occurrence and/or results of any review, evaluation, or other proceedings conducted by or for RSAC with respect to the Assigned Rating for the Rated Web Site does not constitute any representation or warranty by or on behalf of RSAC, including any representation that the Assigned Rating is appropriate for the Rated Web Site. Moreover, these occurrences and/or results shall not give rise to any liability or obligations on the part of RSAC, or any rights of reliance by or for the Applicant or any third party, nor otherwise be deemed or construed as being for the benefit of the Applicant or any third party. RSAC does not warrant or guarantee that the Assigned Rating will not infringe the trademark, service mark, trade name, copyright, or other intellectual property rights of any third party.
12. This agreement shall be binding upon the successors and assigns of Applicant. Applicant further agrees that this agreement shall not be assignable by Applicant, unless RSAC has given written consent, and that Applicant has no right to sub-license any of the rights granted herein.
13. All notices, claims, requests, and demands shall be in writing and shall be deemed to have been given if mailed by registered or certified mail, return receipt requested and postage prepaid. If to Applicant, such writing shall be sent to the individual or successor at the address given in the Ratings Application. If to RSAC, such writing shall be sent to:
Executive Director Internet Content Rating Association 22 Old Steine Brighton Sussex BN1 1EL United Kingdom Phone: +44 (0)1273 648332 Fax: +44 (0)1273 648331
14. This Ratings Application, along with the RSAC Ratings Authorization, and the appendices referred to herein, shall constitute the entire agreement between the parties. Any modification of this agreement must be in wr iting and signed by the parties.
15. This agreement shall be governed by the laws of the District of Columbia.