Terms & Conditions

By clicking “I accept” below, you and/or the organization you represent obtain the right to use any content on this website to promote your campaign regarding childhood early brain and language development AS LONG AS YOU:

(a) follow our guidelines for use, and

(b) abide by the terms and conditions described in Section II below.

Please read the entire terms and conditions set forth below to understand all your rights and responsibilities under this agreement.

If you have any questions or comments about this agreement, please contact us at [email protected].

TERMS AND CONDITIONS AND LICENSE AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into by and between the Clinton Foundation (the “Foundation”), on behalf of its Too Small to Fail (“TSTF”) early childhood initiative, and you (the “Licensee” or “You”), who agrees and accepts the following terms and conditions of this Agreement on behalf of yourself or an entity that you are authorized to represent, by providing the information in the form above and clicking “I accept” below.

I.DEFINITIONS

“TSTF Campaign” means the “Talking is Teaching: Talk, Read, Sing” public awareness and action campaign designed by TSTF to help parents recognize their power to boost their children’s early brain and language development through simple, everyday actions.
“TSTF Content” means any content, functionality or services offered through this TSTF site (http://talkingisteaching.org/) any other TSTF site (the “Sites”) and any products or creative design materials designed by TSTF related to the Campaign.
“Licensee’s Campaign” means any local or state campaign focused on early brain and language development that adheres to the guidelines set forth in the document titled “Community Campaign Guide,” annexed herein as Exhibit B.
“Content Guidelines” means the specifications set forth in the document titled “Let’s Talk About Guidelines,” annexed herein as Exhibit A.
“Product” means any physical or electronic product designed by Licensee that bears any TSTF Content.
“Quality Standards” means the labor and material standards set forth in Section 2(a)(vii) below.
“Prohibited Uses” means the uses set forth in Section 2(b) below.
“Effective Date” means the date Licensee clicks “I accept.”.

II.LICENSE GRANT AND RESTRICTIONS

a. The Foundation hereby grants to Licensee a limited, worldwide, non-exclusive, non-transferable, royalty-free, license to use the TSTF Content in furtherance of Licensee’s Campaign, subject to the following terms and conditions:

i. Licensee’s use of the TSTF Content must adhere to the Guidelines;

ii. Licensee must use the TSTF Content for noncommercial purposes only;

iii. Licensee must not use the TSTF Content for Prohibited Uses;

iv. If Licensee is intending to use the TSTF Content in a high-visibility manner (for example, on billboards, in public service announcements, on signage on playgrounds, transportation, or any other public area), Licensee must seek written approval from the Foundation by e-mailing [email protected] prior to using the TSTF Content;

v. If Licensee is intending to frame or mirror any portion of the TSTF Sites, Licensee must seek written approval from the Foundation by e-mailing [email protected] prior to using the TSTF Content in such manner;

vi. If Licensee is intending to use the TSTF Content on t-shirts, onesies, blankets, towels, tote bags, stickers, bibs, magnets, placemats, buttons, postcards, or posters 18” x 24” or smaller, Licensee must submit a digital proof of its design(s) bearing the TSTF Content to the Multimedia Submission Form prior to production; and

vii. Licensee must comply with the following Quality Standards for all Products to ensure that its Products are high-quality and manufactured in accordance with federal, state and local laws, and in a socially responsible manner.

Licensee must ensure that its vendor and supplier (a) meet all federal, state, and local fair labor standards; (b) provide their employees and other workers with a safe and healthy work environment (including adequate ventilation, first aid supplies, fire exits and safety equipment, and an adequate number of toilets); (c) adhere to all applicable environmental laws and regulations; and (d) do not engage in child labor, forced labor, slavery, or human trafficking. Licensee must further use its best efforts to retain vendors and/or suppliers that use union laborers.
Licensee must ensure that its Products are manufactured using eco-friendly and non-toxic materials and use its best efforts to manufacture Products using Green Seal-certified and/or bio-based materials, 100% cotton, where applicable, and water-based ink.
Licensee must use its best efforts to engage vendors and printers that will conduct one or more “press checks” to ensure the quality of the final Product.

b. In addition to creating Products bearing TSTF Content, Licensee may copy, reprint, publish, reproduce or otherwise display materials containing TSTF Content, provided Licensee attributes the TSTF Content to the Foundation and TSTF, provides a link, if applicable, to the appropriate TSTF Site, does not use the TSTF Content for Prohibited Uses, and otherwise abides by the terms and conditions of this Agreement.

c. Prohibited Uses of TSTF Content.

i. Licensee is prohibited from using TSTF Content on any Product that:

endorses or opposes any political party or candidate for office;
is used to solicit donations for Licensee or any other entity;
explicitly states that the Foundation and/or TSTF endorses the Licensee or any other entity, or the Licensee’s or entity’s statements or positions;
misrepresents the Licensee’s or any other entity’s affiliation with the Foundation and/or TSTF;
is offensive and/or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
threatens, harasses or advocates harassment of another person;
exploits people in a sexual or violent manner;
contains nudity, violence, or offensive subject matter;
infringes on a third-party’s rights, including intellectual property rights;
contains information that is false or misleading; or
promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous.

ii. The foregoing list is not exhaustive, and the Foundation reserves the right to investigate and take appropriate legal action against any licensee who, in its sole discretion, uses TSTF Content in an inappropriate or offensive manner. Licensee agrees to remove or recall, at its own expense, any Product bearing TSTF Content, in any location, that the Foundation, in its sole discretion, determines constitutes prohibited use of the TSTF Content.

d. Licensee shall not create or otherwise use or publish works that are derivative of TSTF Content or otherwise exploit TSTF Content.

e. The Foundation may revoke Licensee’s license to use TSTF Content at any time, in its sole discretion, including in the event Licensee does not adhere to the terms of this Agreement.

III.OWNERSHIP, IDENTIFICATION, AND USE

a. Licensee acknowledges Foundation’s ownership of the Clinton Foundation name and logos, the names and logos of the Foundation’s programs and initiatives including the TSTF name, logo and TSTF Content, and, in a representative capacity, the name, voice, likeness and images of President Clinton, Hillary Rodham Clinton and Chelsea Clinton in any format (collectively, the “Foundation Marks”). Subject to the terms of the limited license described in Section 2 above, this Agreement shall not be construed to grant any license to use the Foundation Marks without the prior written consent of the Foundation. Subject to the terms of the limited license described in Section 2 above, any requests for use of the Foundation Marks, expressly including images or quotes of the Clintons, must be submitted to the Foundation and approved in writing prior to any such use.

Licensee acknowledges that all content on the Sites not owned by the Foundation are the property of their respective owners.
Licensee agrees not to use the Foundation Marks in a manner that will diminish or otherwise damage the Foundation’s goodwill, as determined by the Foundation at its sole discretion.

IV.INDEMNIFICATION. Licensee will indemnify, defend, and hold harmless the Foundation, its directors, officers, employees, and agents, and its affiliates from and against any and all claims, damages, costs, and expenses (including reasonable attorneys’ fees and costs) related to or arising out of any Product, Licensee’s use of (or inability to use) the TSTF Content, the Foundation’s termination of this Agreement, or Licensee’s violation of this Agreement.

V.TERMINATION. The Foundation may, at its sole discretion, terminate this Agreement and revoke the license granted by this Agreement, at any time and for any reason, including if the Foundation believes Licensee has violated or acted inconsistently with the terms or spirit of this Agreement. In the event of such termination, Licensee agrees to take immediate steps to remove the TSTF Content from all current and past communications and from any and all Products or other materials.

VI.MISCELLANEOUS

Registration and Contact Information. Licensee agrees to provide and maintain accurate and current information about itself and Licensee’s Campaign through responses to quarterly surveys delivered via email from TSTF employees.
Privacy Policy. All information provided by Licensee or collected by the Foundation during visits to a TSTF Site, including when Licensee registers or signs up to use certain features, is governed by the Clinton Foundation’s Privacy Policy, which is hereby incorporated into this Agreement by reference. Please review it carefully by clicking here
Links. TSTF Sites may include links to third-party websites and resources. Licensee acknowledges and agrees that the Foundation does not endorse and is not responsible or liable for any such content, advertising, products, or other materials on or available from such sites or resources.
Modification. The Foundation reserves the right to modify this Agreement at any time and without advance notice. In the event the Foundation modifies this Agreement, the Foundation will post the revised agreement on its website and send an electronic notification regarding the revised agreement to all registered licensees.
Severability. If, for any reason, any part of this Agreement is held to be invalid, that ruling shall not impair the operation of such other parts of this Agreement as may remain otherwise intelligible.
Waiver. Any waiver granted by a party hereto shall be without prejudice to any other rights such party may have, will be subject to such party’s continuing review and may be revoked, in such party’s sole discretion, at any time and for any reason. No party shall be deemed to have waived any right, power or option reserved by this Agreement by virtue of: any custom or practice of the Parties at variance with the terms hereof; any failure, refusal or neglect of the Parties to exercise any right under this Agreement or to insist upon exact compliance by the other with its obligations hereunder.
Choice of Law and Venue. This Agreement shall be governed by the substantive laws of the State of New York, which shall prevail in the event of any conflict of law. The Parties agree that either may institute any action against the other in any state or federal court of competent subject-matter jurisdiction located in New York, New York and the Parties hereby irrevocably submit to the jurisdiction of such court and waive any objection that it may have to either the jurisdiction of or venue in such court.
Notice. All notices and requests in connection with this Agreement shall be given to the parties via certified mail, return receipt requested, by recognized overnight delivery service, by facsimilie, or by hand, at the addresses (including e-mail) as set forth below. All notices and requests shall be deemed given the earlier of seven (7) days after duly deposited in the mails properly addressed with postage prepaid, or when actually received.

LICENSEE:	LICENSOR: Clinton Foundation
Contact information provided	Andrew Kessel
in online registration form and	Chief Financial Officer
quarterly surveys	1200 President Clinton Avenue
	Little Rock, AR 72201
	501-404-4021
	501-371-9992
	[email protected]

Assignment. Licensee shall not assign, transfer or sublicense this Agreement (or any right granted herein) in any manner without prior written consent from the Foundation. The Foundation may transfer or assign its rights and responsibilities under this Agreement to another party without advance notification to Licensee.
Entire Agreement. This Agreement represents the entire agreement between the Parties with respect to the subject matter of the Agreement and supersedes all prior agreements and understandings, oral or written, between the Parties with respect to the subject matter of this Agreement. No amendment to this Agreement will be effective unless in writing and executed by both Parties.

EXECUTION OF THIS AGREEMENT: Typing Your name and clicking “I Accept” is a symbol of Your signature that You accept and agree to be bound by all terms and conditions of this Agreement. Do not proceed if You are not authorized to bind the Licensee and/or You do not agree to the terms and conditions of this Agreement. This Agreement shall be complete upon Licensee’s receipt of confirmation email from the Foundation.

EXHIBIT A

CONTENT GUIDELINES

EXHIBIT B

COMMUNITY CAMPAIGN GUIDE