TRUSTe license agreement (the “Agreement”) represents the
agreement between Trusted Universal Standards in Electronic
Transactions, Inc.(a California not
for profit corporation)(“TRUSTe”) and
[_____________________________] (the “Licensee”)
with respect to Licensee’s participation in the TRUSTe Program (as
defined herein). This Agreement shall be effective on the Effective
TRUSTe is the owner of certain registered certification marks and
unregistered trademarks, including the “Trust Mark” and “Verify
Mark”, as such terms are defined herein;
TRUSTe has developed and administers the TRUSTe Program (as defined
herein) whereby licensees under such program are granted a
non-exclusive license to use TRUSTe’s certification marks and other
Licensee desires to be admitted into the TRUSTe Program and agrees to
be bound by all of the terms and condition of the TRUSTe Program,
including those contained herein.
THEREFORE, the Parties hereto for good and valuable consideration,
the receipt, adequacy and sufficiency of which are hereby
acknowledged, and intending to be legally bound, hereby agree as
The following definitions shall apply to this Agreement and any
exhibits attached hereto.
or Transfer” shall
mean, and be deemed to occur upon, an acquisition or assignment of
all or substantially all of the assets (including Licensee’s
rights under this Agreement) of, or a transfer of control of,
Date” shall mean
the date the Agreement is signed by both parties, or, in the case
of a renewal, the day after the previous license expires if
Licensee pays the renewal fee before the initial period has
shall mean the worldwide network of computers commonly referred to
as the Internet. In this contract this definition also includes
online services such as AOL, CompuServe, Prodigy, the Microsoft
Network and others to be developed in the future.
shall mean the schedule of fees based on Licensee’s annual
corporate revenue and the length of the term of Licensee’s
license agreement as posted on TRUSTe’s Web Site, as such
schedule is updated from time to time, and other fees indicated in
mean a statement of Licensee’s information practices posted on
its Web Site(s), as such practices are updated from time to time.
shall mean those requirements, conditions or other terms applicable
to Licensee under the TRUSTe Program, as such requirements are
amended from time to time. The Program Requirements applicable to
licensees under the TRUSTe Program as of the Effective Date are set
forth on the attached Schedule(s), attached hereto and made a part
shall mean Licensee’s Web sites located on the Internet at the
following URL’s: http(s):// [fill
in Site address(es) [For guidance, a Site
is defined on the basis of what is presented to the consumer and
commonly understood to be a single Web site under the control of
Licensee. In most cases, in the U.S. the Web site is defined by
the second level domain name; i.e. truste.org. If Licensee uses a
global domain, in most cases, the Site is defined by the third
level domain name; i.e., anycompany.uk.]
mean collectively the registered certification marks and
unregistered trademarks in Exhibit A attached hereto.
mean the totality of services, requirements, and activities set
forth in this Agreement and in the attached Schedule(s).
Obligation to Comply.
Licensee shall comply with all Program Requirements as amended
from time to time.
The Parties agree that TRUSTe may amend the Program Requirements
(by amending the attached Schedule) from time to time in its
reasonable discretion upon twenty (20) business days’ prior
written or electronic notice to Licensee. Upon receipt of such
notice, Licensee may terminate this Agreement by providing written
notice to TRUSTe within said twenty (20) business day period, in
which case, Licensee will receive a prorated refund of the license
fee paid hereunder for the then current license term (representing
the portion of the current license term remaining as of the
effective date of the termination). If Licensee does not provide
such written notice of termination, it will comply in full with the
amended Program Requirements upon the end of said twenty (20) day
period. When deemed appropriate by TRUSTe, the amendment may
provide a longer period for implementation of the amended Program
Requirements. TRUSTe may amend any time periods referenced in this
Agreement if required by law. Licensee’s failure to object in
writing within the twenty (20) business day period or its continued
use of the TRUSTe Mark(s) after the expiration of the twenty (20)
business day period shall be deemed to constitute Licensee’s
acceptance of the amended Program Requirements.
Privacy Program Requirements.
If any of Licensee’s Site(s) listed in Section I.G above are
directed at children under the age of thirteen (13), or if a
section of Licensee’s Site is directed at children under the age
of thirteen (13), or if Licensee has actual knowledge that it is
collecting or maintaining personal information from children under
the age of thirteen (13), Licensee shall participate in TRUSTe’s
Children’s Privacy Program, by executing the TRUSTe Children’s
License Agreement and complying with the Children’s Privacy
Program Requirements, set forth therein.
Grant. Subject to
the terms and conditions of this Agreement, TRUSTe grants to
Licensee a personal, non-exclusive, royalty-free, worldwide license
to use, reproduce, and publicly display copies of the TRUSTe
Mark(s), in the forms provided by TRUSTe to Licensee solely on
Licensee’s Sites. The above license grant shall not be effective
until TRUSTe has approved in writing Licensee’s Privacy Statement.
Licensee may not use or reproduce the TRUSTe Mark(s) in any manner
other than as described in this Agreement. Except as otherwise
provided by Section XI.C of this Agreement, Licensee’s use of the
TRUSTe Mark(s) is limited to the Site(s) only, and no license is
provided to use the TRUSTe Mark(s) on any other Web site or on any
products or materials of any kind produced by Licensee. Licensee
may not sublicense the use of the TRUSTe Mark(s), except as
necessary to a third party who provides the hosting service for
Licensee’s Site in order to allow the display of the TRUSTe
Mark(s) on the Site in accordance with the terms of this Agreement,
and for no other purpose.
of the TRUSTe Mark(s); Quality Control.
Acknowledgment and Use of TRUSTe Mark(s).
Licensee acknowledges that, as between the parties, TRUSTe is the
sole and exclusive owner of the worldwide rights to all trademarks,
service marks, certification marks, copyrights, rights of
affiliation and publicity, moral rights and other intellectual
property rights of any kind in the TRUSTe Mark(s). Licensee agrees
that: (i) Licensee shall do nothing inconsistent with such
ownership either during the term of the Agreement or afterwards;
(ii) all use of the TRUSTe Mark(s) by Licensee shall inure to
the benefit of TRUSTe; (iii) Licensee shall take no action
that shall interfere with or diminish TRUSTe’s right in the
TRUSTe Mark(s); (iv) Licensee shall use the TRUSTe Mark(s) so
as to create a separate and distinct impression from any other
service mark or trademark that might be used by Licensee; and
(v) Licensee will not display any of the TRUSTe Mark(s) on any
Web site that is or offers any service or product that is
misleading, unlawful, or violative of the rights of third parties.
In the event TRUSTe wishes to ascertain the location of the Site’s
server, Licensee shall supply such information upon TRUSTe’s
reasonable request. Licensee shall reasonably cooperate with
TRUSTe to allow TRUSTe to comply with the formalities of the laws
of the jurisdiction where Licensee operates, including but not
limited to the execution of applications for registration as a
registered user of the TRUSTe Mark(s), the execution of additional
license agreements suitable for recording with appropriate
authorities, the provision of proof of use of the TRUSTe Mark(s),
or by providing or executing other applicable documents. TRUSTe
will reimburse Licensee’s reasonable out-of-pocket expenses
incurred under this Section IV.B to comply with formalities imposed
upon licensors by the law of the jurisdiction where Licensee
operates. Licensee will not be reimbursed for expenses incurred
under this Section IV.B to comply with formalities imposed upon
licensees by the law of the jurisdiction where Licensee operates,
such as costs associated with registration as a registered user of
a licensed mark.
The TRUSTe Mark(s) shall reside on Licensee’s server. Licensee
shall not alter the TRUSTe Mark(s) in any form, change the data
contained within the image, change the file name of the image, or
artificially change the size or shape of the image(s). If the
TRUSTe Mark(s) resides on a server other than Licensee’s own
server because a party provides a service to Licensee with regard
to the Site(s), Licensee shall ensure that any such third party
conforms to the requirements of this Agreement with regard to the
and Disclaimer. The
TRUSTe Mark(s) is licensed “AS IS” with no warranty of any
kind. TRUSTe disclaims all express and implied warranties,
including the implied warranties of merchantability, fitness for a
particular use and non-infringement.
by TRUSTe. TRUSTe
will defend, indemnify and hold Licensee and its officers,
directors, employees and representatives harmless from and against
any liability, damages, costs and expenses, including without
limitation reasonable attorneys’ fees, in connection with any
third party legal action based upon a claim that the TRUSTe Mark(s)
infringes the U.S. trademark rights of any third party, and pay any
settlement negotiated by TRUSTe of any such action, provided, that
Licensee: (i) provides prompt written notice of any such claim,
action or demand, (ii) allows TRUSTe to control the defense and
related settlement negotiations, provided, however, that Licensee
shall have the right to participate in such defense with counsel of
its own choosing at its own expense, (iii) provides TRUSTe, at
TRUSTe’s request, with reasonable assistance in the defense of
such claim, action or demand, so long as TRUSTe reimburses Licensee
for Licensee’s reasonable out‑of‑pocket expenses
associated there with, and (iv) TRUSTe may not settle a claim in a
manner that causes Licensee to incur unindemnified liability, take
action, or suffer other injury, without Licensee’s written
consent, which consent shall not unreasonably be withheld. THE
FOREGOING IS LICENSEE’S SOLE AND EXCLUSIVE REMEDY FOR
INFRINGEMENT CLAIMS OF ANY KIND.
Licensee will defend, indemnify and hold TRUSTe, and its officers,
directors, employees and representatives harmless from and against
any liability, damages, costs and expenses, including without
limitation reasonable attorneys’ fees, in connection with any
third party claims against TRUSTe, its officers, directors,
employees or representatives, arising from or relating to the Site,
Licensee’s use of the TRUSTe Mark(s) (except for claims that the
TRUSTe Mark(s) or use of the TRUSTe Mark(s) infringes any
trademark, service mark or certification mark rights of third
parties) or Licensee’s non-compliance with the Privacy
Statement(s) (defined in the attached Schedule) or Program
Requirements (which are set forth in the attached Schedule);
provided that TRUSTe (i) provides prompt written notice of any such
claim, action or demand, (ii) allows Licensee to control the
defense and related settlement negotiations, provided, however,
that TRUSTe shall have the right to participate in such defense
with counsel of its own choosing at its own expense, (iii) provides
Licensee, at Licensee’s request, with reasonable assistance in
the defense of such claim, action or demand, so long as Licensee
reimburses TRUSTe for TRUSTe’s reasonable out‑of‑pocket
expenses associated therewith, and (iv) Licensee may not settle a
claim in a manner that causes TRUSTe to incur unindemnified
liability, take action, or suffer other injury, without TRUSTe’s
written consent, which consent shall not unreasonably be withheld.
To Resolve Complaints.
If Licensee is the subject of a complaint submitted to TRUSTe
either concerning alleged misuse of the TRUSTe Mark(s) or raising
specific privacy concerns pertaining to Licensee, Licensee shall
cooperate with TRUSTe in an effort to resolve the complaint in a
manner that will prevent any disparagement of the TRUSTe Mark(s) or
any injury to TRUSTe’s good will.
terminated earlier or extended by the Parties in writing, the
initial term of this Agreement shall begin on the Effective Date of
this Agreement and continue for the following number of years: ● 1
Year ● 2
Unless terminated earlier or extended by the Parties in writing,
following the initial term this Agreement shall renew automatically
for additional one- or, at the option of Licensee, two-year terms
party gives the other party twenty (20) business days written
notice of its intent to terminate this Agreement upon the
expiration of the term; or
fails to pay the license fee for renewal then in effect (see
Section VI.B herein); or
fails to represent and warrant that:
has made no material changes in its Privacy Statement or privacy
practices which have not been approved by TRUSTe pursuant to the
attached Schedule; or
proposed material change is being submitted to TRUSTe for
approval pursuant to the attached Schedule; or
fails to agree to continue to be bound by the obligations of this
Agreement, as may be amended.
the event of 1, 2, 3, or 4 herein, this Agreement terminates at
the end of the initial term.
Licensee shall pay TRUSTe as follows:
Fee For Initial Term.
The amount of Licensee’s fee for the initial term of this
Agreement is equal to the applicable licensee fee, as set forth in
the Licensee Fee Schedule, for the number of years in the initial
term. Fees for the initial term, together with two original copies
executed by Licensee of this Agreement, one signed the
Self-Assessment form, and the current Privacy Statement, are to be
submitted to TRUSTe for review and acceptance in TRUSTe’s sole
Fee For Renewals.
Not less than thirty (30) days prior to the expiration of the
initial term or a subsequent term of this Agreement, TRUSTe shall
submit an invoice to Licensee in the amount of the applicable
licensee fee, as set forth in the License Fee Schedule in effect on
the date of the invoice. Licensee’s renewal payment is due
before expiration of the initial period.
for Additional Services.
Licensee agrees to pay fees for additional services, as
appropriate, as set forth in the attached Schedule.
Right To Decline.
If TRUSTe determines that it does not wish to enter into this
Agreement with Licensee, it shall so notify Licensee and shall
refund the fees within ten (10) business days of its receipt of
this Agreement and the fees from Licensee and all prior discussions
or exchange of information between TRUSTe and potential Licensee
shall remain confidential. Except as otherwise provided herein,
the fees are non-refundable.
the event that TRUSTe does not approve Licensee’s Privacy
Statement that is in effect on the Effective Date and Licensee does
not agree to modify the Privacy Statement in a manner that fully
addresses TRUSTe’s objections, Licensee shall have the right to
terminate this Agreement within twenty (20) business days of
receiving TRUSTe’s objections and receive a refund of fifty (50%)
of the fees paid in connection with this Agreement. After such
twenty (20) business day period has expired, if Licensee terminates
this Agreement pursuant to Section VII.C it shall not be entitled
to a refund. The foregoing right shall be Licensee’s sole and
exclusive remedy if TRUSTe does not approve Licensee’s Privacy
by TRUSTe for Cause.
may terminate this Agreement upon twenty (20) business days prior
written notice (“Notice
to Licensee of a material breach of this Agreement, unless the
breach is corrected to TRUSTe’s satisfaction within the same
twenty (20) business day period (“Cure
the Cure Period, Licensee shall either:
TRUSTe’s concerns upon expiration of the Cure Period;
review of the Notice of Termination by the TRUSTe Board of
Directors pursuant to Section VII.D (“Board Review”); or
this Agreement without any refund of its license fee.
the event that Licensee does not do either 1.a, 1.b, or 1.c,
TRUSTe shall notify the TRUSTe Board of Directors of the Notice of
Termination on the first business day after expiration of the Cure
Period. Termination by TRUSTe will become effective upon
expiration of the Cure Period unless Licensee has invoked Board
breaches include but are not limited to: (i) Licensee’s breach
of any representation or warranty contained herein or in its
Privacy Statement, (ii) Licensee’s use of the TRUSTe Mark(s) on
the Site(s) in a manner inconsistent with the license granted
under this Agreement, (iii) any use by Licensee of the TRUSTe
Mark(s) on products or materials (unless expressly approved in
writing as provided below), or any use otherwise contrary to the
provisions of this Agreement; (iv) Licensee’s challenge to
TRUSTe’s ownership of the TRUSTe Mark(s) or the validity of the
TRUSTe Mark(s); (v) Licensee’s failure to implement and adhere
to the policies set forth in Licensee’s Privacy Statement; (vi)
Licensee’s failure to adhere to the Program Requirements; or
(vii) Licensee’s failure to permit or cooperate with a
reasonable review of the Privacy Statement or the Site and related
records pursuant to the attached Schedule.
By Either Party for Any Reason.
Either party may terminate this Agreement at any time upon twenty
(20) business days prior written notice for any reason
TRUSTe invokes Termination for Convenience, Licensee may invoke
Board Review pursuant to Section VII.D by submitting to TRUSTe
within five (5) business days a written statement to TRUSTe, which
shall be transmitted by TRUSTe to the Board of Directors within
the same five (5) business day period.
termination by TRUSTe becomes effective, TRUSTe will promptly
refund to Licensee the amount equal to fifty (50) percent of the
prorated license fee for the portion of the license term remaining
as of the effective date of termination.
Licensee terminates this Agreement pursuant to this Section VII.C,
Licensee is not entitled to any refund.
Review. The Board
will review all appeals by Licensee submitted pursuant to Sections
VII.B and VII.C pursuant to the procedures in effect at that time,
which are published on TRUSTe’s Web Site. In the event Licensee
invokes Board Review, termination by TRUSTe will become effective
upon completion of the Board Review unless:
the case of termination for no cause, twenty-five percent (25%) of
the members of the Board of Directors object to the termination,
the case of termination for material breach, a majority of the
Board of Directors object to the termination.
Termination/Modification of Mark by TRUSTe.
Upon ten (10) business days’ prior written notice, TRUSTe may
terminate Licensee’s right to use the TRUSTe Mark(s) on a server
in a particular country in which TRUSTe reasonably determines that
the continued use of the TRUSTe Mark(s) in such country may impose
potential liability on TRUSTe or threaten TRUSTe’s ownership of
the TRUSTe Mark(s). If no replacement mark is provided, Licensee
will receive a prorated refund of the license fee paid hereunder
for the then current license term (representing the portion of the
current license term remaining as of the effective date of
termination for the affected Site(s)). In addition, in such event
or if TRUSTe’s use of the TRUSTe Mark(s) is challenged by a third
party or TRUSTe becomes aware of a significant risk of such a
challenge, TRUSTe may at its option uniformly provide its licensees
with a replacement mark for the TRUSTe Mark(s) either generally or
in any particular country(ies) which shall become the TRUSTe
Mark(s) for all purposes under this Agreement. In the event TRUSTe
provides such replacement(s), Licensee shall promptly cease all use
of the replaced TRUSTe Mark(s). Notwithstanding anything to the
contrary contained herein, in the event that Licensee becomes aware
of any claim by any third party against the TRUSTe Mark(s),
Licensee may, in its sole discretion, cease using the TRUSTe
Upon termination of this Agreement, Licensee shall:
cease all use of the TRUSTe Mark(s) and remove the TRUSTe Mark(s)
from the Site;
to comply with its Privacy Statement(s) until it has posted a
notification on its Site or otherwise notified users of the Site
TRUSTe Program; and
Personally Identifiable Information and/or Third Party Personally
Identifiable Information, as defined in the Program Requirements
set forth on the attached Schedule, collected during the term of
the Agreement the same treatment as that described in the Privacy
Statement(s) that was effective at the time the Personally
Identifiable Information and/or Third Party Personally
Identifiable Information was collected.
IV.A, IV.D, IV.F, VI, VIII, IX, X, XII.A and XIII shall survive
termination of this Agreement regardless of the manner in which the
Agreement was terminated.
of Information After Termination.
Subject to Section XIII hereof, TRUSTe may refer, after
termination of this Agreement, any information that is obtained
from a user of the Site to the appropriate law enforcement
Licensee represents and warrants to TRUSTe as of the Effective Date
and throughout the Term of this Agreement that:
has all right, title and authority to enter into this Agreement.
Privacy Statement(s) and Self-Assessment sheets provided by
Licensee to TRUSTe are true, accurate and complete representations
of the privacy practices adopted by Licensee and are in effect as
of the date of their delivery to TRUSTe.
are no restrictions, agreements or understandings whatsoever to
which Licensee is a party that would prevent or make unlawful its
execution of this Agreement or its engagement hereunder.
execution of this Agreement and its engagement hereunder shall not
constitute a breach of any contract, agreement or understanding,
oral or written, to which it is a party or by which it is bound.
diligent inquiry and in good faith, Licensee attests that at the
time of entering this Agreement it is not the subject of an
allegation by any known governmental entity in any country,
including without limitation the Attorney General of any state, the
United States Federal Trade Commission (FTC), any law enforcement
agency or any foreign privacy authority, of which it has been
notified of the misuse of Personally Identifiable Information
collected through the Site.
annual corporate revenue for the fiscal year immediately prior to
the Effective Date was:
- $500,000 ● $500,000 - $1 million ● $1 - $5 million
- $10 million ● $10 - $25 million ● $25 - $50 million
- $75 million ● $75 - $499 million ● $500 million - $2 billion
Licensee warrants at the time of submitting this Agreement that it
has not modified the form or content of this Agreement from the
form and content of the License Agreement posted on the TRUSTe Web
Site except by adding (i) Licensee’s name and contact
information, (ii) the URL of the Site; and (iii) the TRUSTe Mark(s)
for which Licensee is obtaining a license. Any other modification
must be expressly identified to TRUSTe and agreed to by TRUSTe.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR
ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR
DAMAGES FROM LOST PROFITS, LOST USE DAMAGE TO GOODWILL, EVEN IF THE
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
for payments provided in Section IV.E and Section IV.F herein, in
the attached Schedule, and for damages, losses or expenses incurred
by TRUSTe, including reasonable attorneys’ fees for any claim,
investigation or litigation resulting from a material breach or
misstatement of the representations and warranties contained in
Section VIII of this Agreement, neither party shall be liable to the
other party on any claim arising under or relating to this
Agreement, the Program or the TRUSTe Mark(s) for any amount greater
than the amount of licensee fees actually paid by Licensee to TRUSTe
under this Agreement.
to Licensee. TRUSTe
may make descriptive references to Licensee’s name and URL in
TRUSTe’s Current List of Licensees located on TRUSTe’s publicly
accessible Web site and corporate brochures. With the prior
written or electronic consent of Licensee, TRUSTe may also make
descriptive references to Licensee’s name and URL on other
advertisements, promotional materials and related collateral
marketing materials created during the term of this Agreement. All
references to Licensee’s name and URL pursuant to this section
will inure to the benefit of Licensee.
to Licensee Following Termination.
Upon the termination of this Agreement, TRUSTe shall, within
thirty (30) business
days, remove Licensee from TRUSTe’s Current List of Licensees
located on the TRUSTe Web Site. Upon the termination of this
Agreement, TRUSTe may continue to use its existing stock of printed
marketing materials for a reasonable time thereafter.
to TRUSTe. With the
prior written or electronic consent of TRUSTe, Licensee may use
the TRUSTe Mark(s) for advertising, promotional or other purposes
outside the scope of the Agreement.
Law; Jurisdiction; Venue; Attorneys’ Fees.
This Agreement shall be construed in accordance with, and governed
by, the laws of the State of California, except for that body of
law addressing conflicts of law. The parties hereby consent to
exclusive venue and jurisdiction for actions concerning or relating
to this Agreement in the federal or state court having jurisdiction
where TRUSTe’s principal offices are located at the time suit is
filed. In any action to interpret or enforce this Agreement,
TRUSTe shall be awarded all court costs and reasonable attorneys’
fees it incurs.
as provided in this Section XII.B, Licensee may not assign or
transfer, indirectly or directly (including without limitation by
merger or operation of law), any of its rights or delegate any of
its duties hereunder without the prior written consent of TRUSTe.
In the event of an Assignment or Transfer by Licensee of this
Agreement without TRUSTe’s consent, or an attempt by Licensee to
do so, TRUSTe may immediately terminate this Agreement upon
written notice to Licensee.
this Agreement would otherwise be terminable by TRUSTe pursuant to
Section XII.B.1, TRUSTe may, in its sole and absolute discretion,
approve Licensee’s Assignment or Transfer of this Agreement, if:
notifies TRUSTe in writing of the assignment or transfer of this
Agreement at the same time that information become publicly
known, or within ten (10) business days of the assignment or
transfer of this Agreement, whichever is sooner; and
has otherwise complied with the requirements of the attached
Schedule, including treating the Assignment or Transfer as a
material change under the requirements of its Privacy Statement.
Agreement; Waiver; Relationship of the Parties.
This Agreement and the Schedule(s), appendices and exhibits hereto
constitute the entire Agreement between the parties as to the
subject matter hereof, and supersede all prior and contemporaneous
agreements, representations and understandings between them. No
waiver of any provision of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, nor shall any waiver
constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the parties. Nothing contained in the
Agreement shall be construed as creating a joint venture,
partnership, agency or employment relationship between the parties,
and neither party shall have any right to bind the other or incur
any obligation on the other’s behalf without the other’s prior
written consent. This Agreement is not for the benefit of any
third party but nothing in this Agreement shall prevent or
interfere with a user of the Site bringing an action against
Licensee for violation of its Privacy Statement to the extent
otherwise allowed by law.
This Agreement shall not be changed, modified, or amended except
by a writing signed by both parties.
party shall be liable (except for nonpayment) for interruptions,
delays, failures to perform, damages, losses or destruction, or
malfunction of any equipment, or any consequence thereof caused or
occasioned by, or due to fire, flood, water, earthquake, the
elements, acts of God, war and threat of imminent war, labor
disputes or shortages, utility curtailments, power failures,
explosions, civil disturbances, governmental actions, shortages of
equipment for supplies, unavailability of transportation, acts or
omissions of third parties, or any other cause beyond the either
parties’ reasonable control. The party so delayed or prevented
from performing shall exercise good faith efforts to remedy any
such cause of delay or cause preventing performance.
of Confidential Information.
of Licensee Confidential Information.
means valuable information concerning Licensee's business and not
generally known to the public that is either contained in
Licensee’s application or that has been marked as confidential by
Licensee prior to its disclosure to TRUSTe. Licensee Confidential
Information may include, but need not be limited to, trade secrets,
know-how, inventions, information gathered pursuant to review of
the Site(s), draft privacy statements, techniques, processes,
algorithms, software programs, schematics, software source
documents, contracts, customer lists, financial information, sales
and marketing plans and information and business plans and other
TRUSTe agrees to take reasonable measures to maintain the
confidentiality of Licensee Confidential Information, but not less
than the measures it uses for its own confidential information of
similar type, and take reasonable measures not to disclose such
information to any person except its officers, employees or
consultants to whom it is necessary for the purposes of operation
of the TRUSTe program. TRUSTe represents that all such officers,
employees and consultants shall be bound by the terms of this
confidentiality agreement or a similar written agreement with terms
no less protective of Licensee's Confidential Information than this
Agreement. These obligations shall not apply to the extent that
Licensee Confidential Information includes information which (i) is
already known to TRUSTe at the time of disclosure, which knowledge
TRUSTe shall have the burden of proving; (ii) is, or, through no
act or failure to act of TRUSTe, becomes publicly known; (iii) is
TRUSTe from a third party without restriction on disclosure; (iv)
is independently developed by TRUSTe without reference to the
Confidential Information of Licensee; or (v) is approved for
release by written authorization of Licensee. The parties agree
that the disclosing party may be entitled to injunctive remedies as
a remedy for any breach of this Section XIII.B.
Unless otherwise agreed to in writing, all materials including,
without limitation, documents, drawings, models, apparatus,
sketches, designs and lists furnished to TRUSTe by Licensee that
contain Licensee Confidential Information shall remain the property
of Licensee. Upon termination of this Agreement, TRUSTe will
retain Licensee’s Application and Self-Assessment sheet and all
Watchdog complaints and responses by Licensee thereto; TRUSTe shall
return to Licensee or destroy all other Licensee Confidential
Information and all copies thereof.
Notwithstanding the provisions of this Section XIII, TRUSTe may
disclose Licensee Confidential Information in accordance with a
judicial or other governmental subpoena, warrant or order; provided
that TRUSTe shall comply with any applicable protective order or
equivalent and provide Licensee with five (5) business days written
notice, so that Licensee has an opportunity to intervene to protect
the confidentiality of its information.
of Actions or Investigations.
If an existing Licensee becomes the subject of any such allegation
of misuse of Personally Identifiable Information collected through
the Site or a defendant in an action by any of the aforementioned
authorities, it shall, except to the extent prohibited by law,
provide notice of the allegation to TRUSTe and, if applicable, the
name of the agency, the purpose of the investigation and the status
of the investigation to TRUSTe within twenty (20) business days of
learning of such allegation.
To Notice. Licensee
consents to notification by any governmental entity to TRUSTe of
any allegation of misuse of Personally Identifiable Information.
The course of action taken by TRUSTe will be on a case-by-case
basis depending on the nature of the allegation.
of Actions or Investigations.
If a matter related to the TRUSTe license agreement involving
Licensee is referred to any law enforcement or other governmental
entity in any country, including without limitation the Attorney
General of any state, the United States Federal Trade Commission,
any law enforcement agency or any foreign privacy authority, TRUSTe
may publish a notice of this fact, including descriptive references
to Licensee’s name and URL.
and Licensee Contact Information.
Except as otherwise provided, all notices required to be given to
Licensee under this Agreement must be given in writing and delivered
either in hand, by certified mail, return receipt requested, postage
pre-paid, or by Federal Express or other recognized overnight
delivery service, all delivery charges pre-paid, and addressed:
to TRUSTe. Except as
otherwise provided, all notices and acknowledgments required to be
given to TRUSTe under this Agreement must be given in writing and
delivered either in hand, by certified mail, return receipt
requested, postage pre-paid, or by Federal Express or other
recognized overnight delivery service, all delivery charges
pre-paid, and addressed:
Coleman Ave., Suite 202
Jose, CA 95110
authorized representatives of the Parties have executed this
verify the information required in the opening paragraph and in the
Program Requirements (which are set forth in the attached Schedule)
and Sections V and VIII.F of this Agreement has been provided. THE
INDIVIDUAL EXECUTING THIS AGREEMENT ON BEHALF OF
LICENSEE REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED TO
EXECUTE THIS AGREEMENT ON BEHALF OF LICENSEE AND, TO THE BEST
KNOWLEDGE OF SUCH PERSON, ALL REPRESENTATIONS MADE IN THIS AGREEMENT
BY LICENSEE ARE TRUE AND CORRECT. THE INDIVIDUAL EXECUTING THIS
AGREEMENT ON BEHALF OF LICENSEE ACKNOWLEDGES ON BEHALF OF LICENSEE
THAT VIOLATIONS OR MISSTATEMENTS CONTAINED IN LICENSEE’S PRIVACY
POLICIES OR STATEMENTS MAY RESULT IN TERMINATION OF THIS AGREEMENT,
CIVIL AND CRIMINAL ACTIONS BY LAW ENFORCEMENT AUTHORITIES AGAINST
LICENSEE AND PRIVATE CAUSES OF ACTIONS. LICENSEE FURTHER
ACKNOWLEDGES THAT TRUSTe HAS AN OBLIGATION TO REPORT TO THE
APPROPRIATE GOVERNMENT AGENCY IF IT FINDS A LICENSEE IS FLAGRANTLY
NOT ABIDING BY ITS STATED PRIVACY PRACTICES.
and Agreed by TRUSTe Accepted and Agreed by Licensee
of Schedules and Exhibits
A – Description of
A – Program
A – Description of TRUSTe Mark(s)
Mark”: the “TRUSTe”
word and logo mark in the following form, color, and size:
Mark”: the “Click
to Verify Seal” word mark in the following form, color, and size.