CBTS is a leading technology provider to Fortune 500 and Global 2000 companies. From developing and deploying modern apps and the secure, scalable platforms on which they run to managing, monitoring, and optimizing their operations, CBTS is the trusted partner businesses need to thrive in the application era. For more information, please visit www.cbts.com.
By downloading or otherwise receiving from CBTS any CBTS trademarks, logos, trade names, service marks, service names, or other distinctive features owned by CBTS (“CBTS Brand Assets”) via brand.cbts.com (the “CBTS Brand Site”), or via any other CBTS website, or otherwise from CBTS, you (“You”) agree to be bound by the following terms and conditions (“Terms”). In the event of any conflict between these Terms and any applicable written agreement between You and CBTS, the written agreement shall prevail.
Your Rights To Use CBTS Brand Assets
CBTS grants You a limited, non-exclusive, revocable, non-sublicensable and non-transferable license to display the CBTS Brand Assets in accordance with these Terms. All use by You of the CBTS Brand Assets (including any goodwill associated therewith) shall inure to the benefit of CBTS. You agree that You shall not challenge, or assist others to challenge, the CBTS Brand Assets or the registration or ownership thereof by CBTS (except to the extent such restriction is prohibited by applicable law), or attempt to register any CBTS Brand Assets or other names, logos, marks, or materials (including domain names) that are confusingly similar in any way (including but not limited to, sound, appearance and spelling) to any CBTS Brand Assets. The CBTS Brand Assets are provided “as is” and CBTS disclaims all express and implied warranties, including warranties of noninfringement. CBTS shall not be liable to You under any theory of liability for any direct, indirect, incidental, special, consequential, punitive, exemplary or other damages arising out of the CBTS Brand Assets or Your use thereof. This limitation shall apply even if CBTS was advised of, or should have been aware of, the possibility of such damages. Some jurisdictions do not allow certain exclusions or limitations; in such jurisdictions, the exclusions and limitations stated in these Terms shall apply to You to the maximum extent permitted by law. Nothing herein grants You any right, title or interest in or to the CBTS Brand Assets.
Requirements
All of Your uses of the CBTS Brand Assets in any of Your marketing, advertising, content, or other material (“Your Materials”) are subject to CBTS’ approval prior to use. You can send your request to info@cbts.com. CBTS’ silence or failure to respond to requests does not constitute approval, and approval of one of Your Materials does not constitute approval of Your other uses, nor may such approval be transferred to any third party without CBTS’ written consent. To the extent CBTS does not provide express approval, You shall not use CBTS Brand Assets. CBTS’ approval of any uses of the CBTS Brand Assets shall not be construed as approval of Your Materials for compliance with applicable laws, rules or regulations, such being Your sole responsibility.
If You wish to use a CBTS Brand Asset in any way not permitted under these terms, please submit a Request for Approval. In Your request, describe how and if Your use of the CBTS Brand Assets would deviate from these Terms, and why such use should be approved by CBTS. CBTS will consider the request, but does not guarantee any particular response time or approval.
All uses of the CBTS Brand Assets must conform to the CBTS Brand Guidelines, located at https://brand.cbts.com, as well as the following requirements, unless You have prior written permission from CBTS:
No Modification. The CBTS Brand Assets must be used as provided by CBTS with no modifications. Do not remove, distort or alter any element of the CBTS Brand Assets or change any colors. Do not shorten, abbreviate, or create acronyms out of the CBTS Brand Assets.
No Generic Use. Do not use CBTS Brand Assets in a way that suggests a common, descriptive, or generic meaning.
No Plural or Possessive Use. Do not use the CBTS Brand Assets in the plural or possessive form.
No Incorporation. Do not incorporate CBTS Brand Assets into Your own product name, service names, trademarks, logos, company names, domain names, website titles, publication titles, or the like, unless expressly permitted by CBTS.
No confusingly similar marks. Do not use the CBTS Brand Assets, including any CBTS trademark, in a manner that might create confusion about the ownership of the CBTS Brand Assets.
No confusing source. Do not use the CBTS Brand Assets, including any CBTS trademark, in a manner that implies that CBTS is the source of Your products or service, or that otherwise might create confusion about the source of the CBTS Brand Assets.
Domain names. Do not register the CBTS Brand Assets, including any CBTS trademark, as domain names or as any part of a domain name.
Trade dress. Do not copy or imitate CBTS’ website design, typefaces, distinctive color, style, graphic designs, or imagery.
Endorsement. Do not display the CBTS Brand Assets in any manner that (i) overstates Your relationship with CBTS; (ii) implies that You have a relationship or affiliation with CBTS; (iii) implies You are sponsored or endorsed by CBTS; (iv) implies that any content has been authorized by CBTS; or (v) represents the views or opinions of CBTS or CBTS personnel unless You have prior written permission from CBTS to do so.
Prominence. Do not display the CBTS Brand Assets in a manner that makes it the most distinctive or prominent feature on Your web page, printed material, or other content without express written permission from CBTS to do so.
Violation of Law or Mores. Do not display the CBTS Brand Assets on any website that contains, displays, or promotes pornography or like adult content, or gambling, the sale of tobacco, alcohol, or firearms to persons under twenty-one (21) years of age.
Objectionable Use. Do not display the CBTS Brand Assets in a manner that is misleading, unfair, defamatory, infringing, libelous, disparaging, obscene, or otherwise objectionable to CBTS.
Broadcast. The CBTS Brand Assets may not be used in television, film, or video without CBTS’ prior written permission. Please submit Request for Approval to use the CBTS Brand Assets in this manner.
Book or Other Publication Titles. The CBTS Brand Assets may not be displayed in titles of publications, including books, without CBTS’ prior written permission. Please submit a Request for Approval to use the CBTS Brand Assets in this manner.
Merchandise. The CBTS Brand Assets may not be used or displayed in or on merchandise or manufactured items of any kind without CBTS’ prior written permission. Please submit a Request for Approval to use the CBTS Brand Assets in this manner.
CBTS’ Rights
CBTS will interpret Your compliance with these Terms in its sole discretion. CBTS may modify or terminate Your permission to display or use the CBTS Brand Assets at any time. CBTS may take action against any use of the CBTS Brand Assets that does not comply with these terms or written permission from CBTS, infringes any CBTS owned or licensed intellectual property or other right, or violates applicable law.
General Provisions
You may not assign Your rights or delegate Your obligations under these Terms without CBTS’ prior written consent. These Terms do not create any rights in any third party. These Terms will be construed in accordance with and will be governed by the laws of the State of Ohio, without regard to its conflicts of law principles. The parties agree that any legal action or proceeding with respect to these Terms, any CBTS Brand Assets or CBTS Materials, the CBTS Brand Guidelines, and/or Your Materials will be brought and maintained only in the courts of Hamilton County, Ohio or the United States District Court for the Southern District of Ohio, and each party submits to the jurisdiction of such courts. The parties waive to the fullest extent permitted by law any objection (including inconvenience of forum) they may now or hereafter have to the venue in any such action or proceeding in any such court. Neither party shall be deemed to be an employee, agent, partner, or legal representative of the other. CBTS’ waiver of breach of any provision of these Terms shall not be deemed to be a waiver of the Terms themselves. If any provision of these Terms is held by a court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be changed and interpreted so as best to accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms shall remain in full force and effect.
CBTS Materials License Agreement
By downloading or otherwise receiving from CBTS the CBTS artwork, images, graphics, photographs, clips, video, audio, text, title art, or other content available on the CBTS Brand Site at https://brand.cbts.com (collectively, the “CBTS Materials”), you (“You”) agree to be bound by the following terms and conditions (the “Agreement”). You agree to comply with the CBTS Brand Asset Terms and Conditions and to the terms set forth on the CBTS Brand Site. So long as You do so, and provided You are a CBTS partner, CBTS and its affiliates (“CBTS”) hereby grants to You, a worldwide, non-exclusive, non-transferable, non-assignable, royalty-free, revocable license to use the CBTS Materials solely as approved by CBTS for the promotion of CBTS or its programming, including in Your CBTS partner promotional materials and co-branded promotional advertising.
The CBTS Materials are owned by CBTS, its affiliated companies or licensors, and are rights protectable as intellectual property or otherwise. The CBTS Materials, and all uses thereof, shall at all times be and remain the exclusive property of CBTS or its designee. You shall not use the CBTS Materials in any manner that is objectionable to CBTS, at CBTS’ sole discretion. CBTS reserves the right in its sole discretion to terminate or modify Your permission to use the CBTS Materials, and take action against any use that does not conform to the terms of this Agreement, infringes any CBTS intellectual property or other right, or violates applicable law.
Except as expressly set forth herein, no rights (either by implication, estoppel, or otherwise) are granted to You. Your use of the CBTS Materials will inure to the benefit of CBTS. All CBTS Materials distributed herein are “as is,” “as available” and “with all faults” without warranties of any kind, either express or implied, including, without limitation, warranties of title or implied warranties of merchantability, non-infringement of any third party right or fitness for a particular purpose or those arising by statute or otherwise in law or from a course of dealing or usage of trade.
All of Your uses of the CBTS Materials in any of Your marketing, advertising, content, or other material (“Your Materials”) are subject to CBTS’ approval prior to use. Approval for such uses must be submitted via a request for approval on the CBTS Brand Site (a “Request for Approval”). CBTS’ silence or failure to respond to requests does not constitute approval, and approval of one of Your Materials does not constitute approval of Your other uses, nor may such approval be transferred to any third party without CBTS’ written consent. To the extent CBTS does not provide express approval, You shall not use CBTS Materials. CBTS’ approval of any uses of the CBTS Materials shall not be construed as approval of Your Materials for compliance with applicable laws, rules or regulations, such being Your sole responsibility.
By downloading the CBTS Materials, You represent and warrant that You have the power and authority to enter into this Agreement and to perform any obligations hereunder, and that this Agreement shall constitute valid and binding obligations of You enforceable in accordance with its terms.
You hereby agree to indemnify, hold harmless, and defend CBTS, its parent, subsidiary, and affiliated companies, and each of their respective members, officers, directors, agents, employees, successors, and assigns from and against any and all claims, demands, losses, suits, actions, judgments, costs, and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or in connection with Your use of the CBTS Materials and/or any breach or alleged breach by You of any of the representations, warranties, and/or agreements made by You hereunder. You hereby acknowledge and agree that Your rights and remedies in connection with this Agreement or otherwise, shall be limited to the right, if any, to seek damages at law, and You shall have no right in any event (and do hereby waive all such rights, if any) to seek to enjoin or restrain the production, marketing, advertising, distribution or exhibition of any productions of CBTS.
If any claim is brought by a third party for which a claim of indemnification is or may be provided hereunder, You shall provide prompt written notice to CBTS. In such instance, CBTS shall have the right to control the defense and/or settlement of any claim provided that the parties cooperate reasonably with each other in the defense of any claim, including making available (under seal if desired, and if allowed) all records reasonably necessary to the defense of such claim, and You shall have the right to join and participate (through Your own counsel and at Your own expense) actively in CBTS’ defense of the claim.
The terms of this Agreement, and Your exercise of the rights evidenced hereby, are at all times subject to the terms of this Agreement. In the event of a conflict between the terms of this Agreement and any CBTS Partner Marketing Agreement or other CBTS Partner Agreement between You and CBTS (“Partner Agreement”), the terms of the Partner Agreement shall control, unless the parties agree in writing that they intend this Agreement or any provisions herein to supersede or modify any Partner Agreement or provisions therein.