|1.||Definitions. All capitalized terms used in this Schedule are defined in the Marketing Agreement, or other agreement referring to this Schedule, entered into between Intuit and a Financial Institution or have the meanings set forth below:|
|1.1||Financial Institution. "Financial Institution" shall mean that bank, brokerage or other financial institution which has entered into a Marketing Agreement with Intuit which refers to this Schedule. "Financial Institution" also includes any OFX solution provider and third party processor which has entered into an agreement with Intuit which refers to this Schedule.|
|1.2||Financial Institution Marks. "Financial Institution Marks" shall mean those trademarks and/or service marks owned by a Financial Institution and listed in the Marketing Agreement entered into between Intuit and Financial Institution.|
|1.3||Intuit Marks. "Intuit Marks" shall mean those trademarks owned by Intuit and listed in the Marketing Agreement entered into between Intuit and Financial Institution.|
|1.4||Mark. "Mark" means the Financial Institution Marks and the Intuit Marks.|
|1.5||Marketing Agreement. "Marketing Agreement" shall mean that certain agreement for marketing services with respect to Intuit Products or any other agreement entered into between Intuit and Financial Institution, and which incorporates this Trademark Terms Schedule.|
|2.||The License. For the term of the Marketing Agreement, the Financial Institution shall have a nonexclusive, royalty free, limited license to use the Intuit Marks in the United States for the purposes set forth in the Marketing Agreement, and in accordance with the terms and conditions set forth in this Schedule. For the term of the Marketing Agreement, Intuit shall have a nonexclusive, royalty free, limited license to use the Financial Institution Marks in the United States for the purposes set forth herein, and in accordance with the terms and conditions set forth in this Schedule. Use of a Mark on a computer server situated within the United States shall be considered use in the United States, notwithstanding the fact that the Mark may be accessible via modem, wide area network or other connection to persons located outside the United States.|
|3.||Trademark Usage. The Financial Institution's authorized use of the Intuit Marks shall be for (i) use in connection with Intuit Products; and (ii) use in connection with the Financial Institution's advertising and promotional materials for Online Services. The Intuit Marks may be displayed in Financial Institution's marketing materials for Online Services accessible through Intuit Products.
Intuit's authorized use of the Financial Institution Marks shall be for use in connection with Intuit Products through which Online Services are accessible. Financial Institution Marks shall be included in the versions of the Intuit Products released to the general public through which users have access to the Online Services as indicated in a particular Marketing Program. Financial Institution Marks may be displayed in the Intuit Products and/or at Quicken.com, any packaging and in promotional materials for Intuit Products.|
|4.||Quality. Each party shall comply with all relevant US laws in connection with its use of the other's Marks. Each party shall provide the other examples of all materials wherein the Marks are used, including, forms, advertisements and promotional materials featuring any such Mark for trademark registration purposes. The use of the Intuit Marks shall comply with the Intuit Trademark Guidelines. Intuit shall comply with trademark guidelines of the Financial Institution if they are received by Intuit.|
|5.||Review. The use of the Intuit Marks and the Financial Institution Marks shall be subject to the review and approval of the other party according to the requirements set forth below. The reviewing party shall provide comments to the submitting party and, if appropriate, provide written approval of such materials, as promptly as possible, but in no event later than five (5) business days after the confirmed receipt of such submitted materials. If after the expiration of the five (5) business day review period, the submitting party has not received approval, they shall first contact the reviewing party for approval. If no response is received after 2 more business days, then such proposed materials shall be deemed approved. Notwithstanding the above procedure, any listing of Financial Institution's name in a list of all participating financial institutions is pre-approved and will not be reviewed and approved according to the review and approval procedures set forth herein.|
|6.||Notice and Duties of Termination. Upon expiration or the earlier termination of the Marketing Agreement, Intuit shall cease the use of the Financial Institution Marks to the extent it is reasonably possible in the Intuit Products and related documentation, if any, but shall be able to deplete its supply of software and related documentation which contains the Financial Institution Marks. After termination of the Marketing Agreement, Intuit shall not manufacture future units of software containing the Financial Institution Marks unless a separate agreement is entered into. The Financial Institution shall immediately cease producing new marketing or promotional materials using the Intuit Marks. However, both parties may, (1) if the party in its sole discretion determines it to be appropriate, continue distributing existing marketing or promotional materials until fully depleted or (2) if the party in its sole discretion determines it to be not appropriate to continue distributing such materials, destroy all remaining marketing or promotional materials (but not including the software and documentation set forth above) which contain the other party's Marks.|
|7.||Ownership. Financial Institution represents that it owns, has the right, title and interest in the Financial Institution Marks and has the right to license to Intuit the Financial Institution Marks. Intuit represents that it owns, has the right, title and interest in the Intuit Marks and has the right to license to the Financial Institution the Intuit Marks. Both parties agree nothing herein shall give to the other party any right, title or interest in the other party's Mark(s), except the right to use the Marks in accordance with the terms of the Marketing Agreement and this Schedule, and that the Financial Institution Marks and the Intuit Marks are the sole property of the Financial Institution and Intuit, respectively.|
|8.1||Duty to Indemnify and Defend.
- Either party shall indemnify the other party against, and will defend or settle at its own expense, any action or other proceeding brought against the other party to the extent that it is based on a claim that the use of the Mark of the indemnifying party as licensed in this Schedule infringes the trademark rights of any third party.
- The indemnifying party shall pay any and all costs, damages, and expenses (including but not limited to reasonable attorneys' fees) awarded against the indemnified party in any such action or proceeding attributable to any such claim.
- The indemnifying party shall have no obligation under this Section as to any action, proceeding, or claim unless:
- the indemnified party notifies promptly the indemnifying party of its receipt of any claim, suit or other demand naming it as a defendant or asserting any liability for which it would be indemnified under this Agreement;
- the indemnifying party has sole control of its defense and settlement; and
- the indemnified party provides the indemnifying party with reasonable assistance in its defense and settlement.
- Neither party shall be obligated to defend or be liable for costs or damages under this Section if the alleged infringement arises out of or is in any manner attributable to any modification of any Marks by the other party or use other than permitted under the Agreement and this Schedule.
|8.2||Infringement. If a party's use of any Mark is, or in the Mark's owner's opinion is likely to, infringe the rights of any third party, then the owner of such Mark may terminate the other party's rights under this Schedule with respect to its use of the infringing Mark and the other party shall cease using such Mark in accordance with Section 6 above.|
|8.3||Sole Remedy. THE FOREGOING PROVISIONS ARE BOTH PARTIES' SOLE AND EXCLUSIVE OBLIGATIONS AND SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT RESULTING FROM THE USE OR LICENSE OF THE MARKS LICENSED UNDER THE AGREEMENT AND THIS SCHEDULE.|