U.S. News Best Nursing Homes - All Media License
The Licensee (“Facility”) has one or more Nursing Homes that have been recognized by U.S. News & World Report as a “Best Nursing Home” in U.S. News’s Best Nursing Homes 2022 rankings. This agreement sets forth the terms on which Nursing Home may use a badge(s) recognizing such ranking(s) and containing, among other things, the U.S. News logo (a “Best Long Term Nursing Home or Best Short Term Rehab Nursing Home 2021-22 Badge”). Any badge for which permission to use is granted to a Nursing Home hereunder shall be referred to as a “Best Nursing Home Badge” or “Badge” hereunder.
Nursing Home wishes to license a Best Nursing Home 2022 Award Badge(s) for each of the Nursing Homes listed on the order confirmation for a Badge(s) that are eligible. The allowed uses of the Badge(s) are listed on the order confirmation and defined below.
* All Media License (AML) consist of the right to display or communicate the Licensed Content in Digital, Print, Video, TV and Radio media – including online properties, social media outlets, online advertising, e-mail campaigns, email signature blocks, print advertising, signage, posters, banners, plaques, direct mail, billboards, table tents, meeting room materials, staff communications, similar print products, non-broadcast video, -- web-based videos, closed-circuit television, in-facility video announcements, radio broadcasts, podcasts, and broadcast television (including cable and satellite) – where such displays or communications are dedicated to promoting the Licensee. Additionally, the All Media License (AML) also provides for the right to display the Licensed Content on shirts, jackets, uniforms, umbrellas, bags, and other items of clothing or of personal use that also contain an Eligible Licensee’s logo or other clearly identifying features.
License
U.S. News & World Report, L.P. (“U.S. News”) will grant the Nursing Home(s) a license on the terms and conditions set forth herein to use the Badge(s) for the Eligible Nursing Home and uses listed on the order confirmation.
The license is for a period beginning on the date an authorized Nursing Home official electronically agrees (signs) the order confirmation and lasts until either 12 months thereafter or the next publication of the U.S. News Best Nursing Home rankings, whichever comes first. Nursing Home will remove all Badges from all media at the end of such period. If Nursing Home places the award badge(s) on a website, the badge(s) must link back to the directory page at usnews.com displaying the Nursing Home’s profile.
This license includes only those usages set forth above. Any other uses are excluded, including but not limited to reprints, e-prints, plaques, lapel pins, or accolade licensing, all of which usages and products may be licensed or purchased separately.
Badges must be displayed in a way that makes them visible and legible in their entirety. To ensure legibility, for example, the size of a badge for placement in print materials may be no smaller than 1.125 inches in width, on apparel may be no smaller than 2 inches wide, and in digital media intended primarily for display on a personal computer or tablet they may be no smaller than 70 pixels wide.
Terms & Conditions
Nursing Home acknowledges that the license made hereunder will in no way affect, positively or negatively, the Nursing Home's rankings.
Eligibility to use a Badge must be confirmed by U.S. News, which includes verification by U.S. News that the Eligible Nursing Home appeared in the online version of the U.S. News Best Nursing Homes 2022 list. A Badge is not transferable, and may not be used by any parents, subsidiaries, affiliates and/or franchisees without U.S. News approval.
A Badge shall only be used for the purpose of identifying a Nursing Home as having been named to the U.S. News Best Nursing Homes 2022 list and not to imply an endorsement of any products or services.
The use of a Badge is subject to the Nursing Home correctly describing its placement in U.S. News Best Schools 2022. U.S. News has the right to monitor use of the Badges, and if U.S. News determines at any time in its sole discretion that Nursing Home’s description of its placement in U.S. News Best Nursing Homes 2022 is or becomes inaccurate, misleading, or otherwise inappropriate for any reason, or that a Nursing Home is no longer entitled to use such a Badge, U.S. News will notify the Nursing Home, and the Nursing Home agrees that it shall immediately remove, or change, such materials in accordance with U.S. News's request.
The Best Nursing Homes 2022 Badges shall only be used in the form and colors indicated, without modifications or alterations. Such Badge(s) will not be used in a way that would reflect poorly on U.S. News.
Licensee acknowledges that all Best Nursing Homes 2022 Badges are trademarked and copyrighted creations belonging to U.S. News & World Report, L.P. and that all rights accruing from the use of the marks shall be to the benefit of U.S. News & World Report, L.P.
Nursing Home agrees that it will keep the terms and conditions of this Agreement confidential, and any other confidential information it learns about U.S. News in the course of the relationship governed by this Agreement.
Nursing Home shall indemnify, defend and hold U.S. News and their parents, subsidiaries, and affiliated and related companies, and the directors, officers, employees, agents and representatives of each of them (the “Indemnified Parties”) from and against, any and all liabilities, obligations, demands, causes of action, claims, judgments, settlements, losses, damages, injuries, costs or expenses (“Losses”), relating either directly or indirectly to, or arising from, Nursing Home’s breach of this Agreement, Nursing Home's use of the Badge(s), the purchase and/or use of the Nursing Home’s products or services by one or more consumers, and/or the Nursing Home’s business, activities, products, and operations, including but not limited to programs and services advertised by Nursing Home using the Badge(s). U.S. News shall, at its option, control on behalf of the Indemnified Parties the defense or settlement of any third party claim, or have Nursing Home control the defense or settlement, using counsel approved in writing by U.S. News. In either case, Nursing Home, as the indemnifying party, shall bear all costs and expenses of the defense or settlement (including, without limitation, reasonable attorney’s fees, costs and expenses) as and when they are incurred. In the event that Nursing Home shall have control of the defense or settlement of a third party claim, the Indemnified Parties shall have the right to participate in such defense or settlement with counsel of U.S. News’s choosing. To the extent Nursing Home controls the defense or settlement of any third party claim, Nursing Home shall make no settlement without the written consent of U.S. News.
U.S. NEWS MAKE NO WARRANTIES, EXPRESS, IMPLIED OR ARISING BY CUSTOM OR TRADE USAGE HEREUNDER (INCLUDING WITH REGARD TO THE BEST NURSING HOME'S 2022 AWARD BADGE) AND, SPECIFICALLY, MAKE NO WARRANTY OF ADEQUACY, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. THE LIABILITY OF U.S. NEWS, WRIGHT’S, OR THEIR RESPECTIVE PARENTS, SUBSIDIARIES, AND AFFILIATED AND RELATED COMPANIES, AND THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES OF EACH OF THEM, UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY THE NURSING HOME UNDER THIS AGREEMENT. U.S. NEWS AND WRIGHT’S SHALL HAVE NO LIABILITY FOR CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES HEREUNDER, INCLUDING BUT NOT LIMITED TO THE COSTS OF DESIGNING, PRODUCING AND DISTRIBUTING NURSING HOME’S ADVERTISING AND MARKETING MATERIALS.
Nursing Home agrees to be bound by the terms of this contract. This Agreement contains the final and entire agreement of the parties and may not be modified without a writing executed by both parties. This contract shall be governed by and construed in accordance with the substantive laws of the state of New York. Any civil action or proceeding arising out of or related to this contract shall be brought in the courts of record of the state of New York in New York County or the U.S. District Court for the Southern District of New York. Nursing Home consents to the exclusive jurisdiction of such courts and waives any objection to the laying of venue of any such civil action or proceeding in such courts.
This Agreement contains the final and entire agreement of the parties and may not be modified without a writing executed by both parties.
Except as set forth herein, no other use of the Best Nursing Home Award Badge may be made without U.S. News's prior express written approval. For any use whatsoever of the U.S. News & World Report logo, or any other text, photograph, graphic, cover or image of U.S. News & World Report or www.usnews.com publications, the Nursing Home agrees that it shall contact permissions@usnews.com for specific written authorization, which may be granted or denied in the sole discretion of Wright’s and U.S. News.
In the event of a breach by Nursing Home of this Agreement, the license is void and, upon notice from U.S. News, Nursing Home will cease all uses of the Best Nursing Home 2022 Award Badge. If Nursing Home breaches this Agreement, U.S. News will be entitled, in addition to any other rights available under this Agreement or at law or in equity, to apply for immediate injunctive relief without any requirement to post a bond or other security.
U.S. News shall be a third party beneficiary of this Agreement. To the extent that a nursing home, advertising agency or other third party signs this Agreement on behalf of Nursing Home, such Nursing Home, advertising agency or other third party represents that it has the authority to bind Nursing Home hereunder and shall, along with Nursing home, be jointly and severally liable for all obligations of Nursing Home hereunder.
U.S. News and Nursing Home hereby agree to the Best Nursing Home 2022 Award Badge Permission and Terms & Conditions.
Nursing Home wishes to license a Best Nursing Home 2022 Award Badge(s) for each of the Nursing Homes listed on the order confirmation for a Badge(s) that are eligible. The allowed uses of the Badge(s) are listed on the order confirmation and defined below.
* All Media License (AML) consist of the right to display or communicate the Licensed Content in Digital, Print, Video, TV and Radio media – including online properties, social media outlets, online advertising, e-mail campaigns, email signature blocks, print advertising, signage, posters, banners, plaques, direct mail, billboards, table tents, meeting room materials, staff communications, similar print products, non-broadcast video, -- web-based videos, closed-circuit television, in-facility video announcements, radio broadcasts, podcasts, and broadcast television (including cable and satellite) – where such displays or communications are dedicated to promoting the Licensee. Additionally, the All Media License (AML) also provides for the right to display the Licensed Content on shirts, jackets, uniforms, umbrellas, bags, and other items of clothing or of personal use that also contain an Eligible Licensee’s logo or other clearly identifying features.
License
U.S. News & World Report, L.P. (“U.S. News”) will grant the Nursing Home(s) a license on the terms and conditions set forth herein to use the Badge(s) for the Eligible Nursing Home and uses listed on the order confirmation.
The license is for a period beginning on the date an authorized Nursing Home official electronically agrees (signs) the order confirmation and lasts until either 12 months thereafter or the next publication of the U.S. News Best Nursing Home rankings, whichever comes first. Nursing Home will remove all Badges from all media at the end of such period. If Nursing Home places the award badge(s) on a website, the badge(s) must link back to the directory page at usnews.com displaying the Nursing Home’s profile.
This license includes only those usages set forth above. Any other uses are excluded, including but not limited to reprints, e-prints, plaques, lapel pins, or accolade licensing, all of which usages and products may be licensed or purchased separately.
Badges must be displayed in a way that makes them visible and legible in their entirety. To ensure legibility, for example, the size of a badge for placement in print materials may be no smaller than 1.125 inches in width, on apparel may be no smaller than 2 inches wide, and in digital media intended primarily for display on a personal computer or tablet they may be no smaller than 70 pixels wide.
Terms & Conditions
Nursing Home acknowledges that the license made hereunder will in no way affect, positively or negatively, the Nursing Home's rankings.
Eligibility to use a Badge must be confirmed by U.S. News, which includes verification by U.S. News that the Eligible Nursing Home appeared in the online version of the U.S. News Best Nursing Homes 2022 list. A Badge is not transferable, and may not be used by any parents, subsidiaries, affiliates and/or franchisees without U.S. News approval.
A Badge shall only be used for the purpose of identifying a Nursing Home as having been named to the U.S. News Best Nursing Homes 2022 list and not to imply an endorsement of any products or services.
The use of a Badge is subject to the Nursing Home correctly describing its placement in U.S. News Best Schools 2022. U.S. News has the right to monitor use of the Badges, and if U.S. News determines at any time in its sole discretion that Nursing Home’s description of its placement in U.S. News Best Nursing Homes 2022 is or becomes inaccurate, misleading, or otherwise inappropriate for any reason, or that a Nursing Home is no longer entitled to use such a Badge, U.S. News will notify the Nursing Home, and the Nursing Home agrees that it shall immediately remove, or change, such materials in accordance with U.S. News's request.
The Best Nursing Homes 2022 Badges shall only be used in the form and colors indicated, without modifications or alterations. Such Badge(s) will not be used in a way that would reflect poorly on U.S. News.
Licensee acknowledges that all Best Nursing Homes 2022 Badges are trademarked and copyrighted creations belonging to U.S. News & World Report, L.P. and that all rights accruing from the use of the marks shall be to the benefit of U.S. News & World Report, L.P.
Nursing Home agrees that it will keep the terms and conditions of this Agreement confidential, and any other confidential information it learns about U.S. News in the course of the relationship governed by this Agreement.
Nursing Home shall indemnify, defend and hold U.S. News and their parents, subsidiaries, and affiliated and related companies, and the directors, officers, employees, agents and representatives of each of them (the “Indemnified Parties”) from and against, any and all liabilities, obligations, demands, causes of action, claims, judgments, settlements, losses, damages, injuries, costs or expenses (“Losses”), relating either directly or indirectly to, or arising from, Nursing Home’s breach of this Agreement, Nursing Home's use of the Badge(s), the purchase and/or use of the Nursing Home’s products or services by one or more consumers, and/or the Nursing Home’s business, activities, products, and operations, including but not limited to programs and services advertised by Nursing Home using the Badge(s). U.S. News shall, at its option, control on behalf of the Indemnified Parties the defense or settlement of any third party claim, or have Nursing Home control the defense or settlement, using counsel approved in writing by U.S. News. In either case, Nursing Home, as the indemnifying party, shall bear all costs and expenses of the defense or settlement (including, without limitation, reasonable attorney’s fees, costs and expenses) as and when they are incurred. In the event that Nursing Home shall have control of the defense or settlement of a third party claim, the Indemnified Parties shall have the right to participate in such defense or settlement with counsel of U.S. News’s choosing. To the extent Nursing Home controls the defense or settlement of any third party claim, Nursing Home shall make no settlement without the written consent of U.S. News.
U.S. NEWS MAKE NO WARRANTIES, EXPRESS, IMPLIED OR ARISING BY CUSTOM OR TRADE USAGE HEREUNDER (INCLUDING WITH REGARD TO THE BEST NURSING HOME'S 2022 AWARD BADGE) AND, SPECIFICALLY, MAKE NO WARRANTY OF ADEQUACY, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. THE LIABILITY OF U.S. NEWS, WRIGHT’S, OR THEIR RESPECTIVE PARENTS, SUBSIDIARIES, AND AFFILIATED AND RELATED COMPANIES, AND THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES OF EACH OF THEM, UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY THE NURSING HOME UNDER THIS AGREEMENT. U.S. NEWS AND WRIGHT’S SHALL HAVE NO LIABILITY FOR CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES HEREUNDER, INCLUDING BUT NOT LIMITED TO THE COSTS OF DESIGNING, PRODUCING AND DISTRIBUTING NURSING HOME’S ADVERTISING AND MARKETING MATERIALS.
Nursing Home agrees to be bound by the terms of this contract. This Agreement contains the final and entire agreement of the parties and may not be modified without a writing executed by both parties. This contract shall be governed by and construed in accordance with the substantive laws of the state of New York. Any civil action or proceeding arising out of or related to this contract shall be brought in the courts of record of the state of New York in New York County or the U.S. District Court for the Southern District of New York. Nursing Home consents to the exclusive jurisdiction of such courts and waives any objection to the laying of venue of any such civil action or proceeding in such courts.
This Agreement contains the final and entire agreement of the parties and may not be modified without a writing executed by both parties.
Except as set forth herein, no other use of the Best Nursing Home Award Badge may be made without U.S. News's prior express written approval. For any use whatsoever of the U.S. News & World Report logo, or any other text, photograph, graphic, cover or image of U.S. News & World Report or www.usnews.com publications, the Nursing Home agrees that it shall contact permissions@usnews.com for specific written authorization, which may be granted or denied in the sole discretion of Wright’s and U.S. News.
In the event of a breach by Nursing Home of this Agreement, the license is void and, upon notice from U.S. News, Nursing Home will cease all uses of the Best Nursing Home 2022 Award Badge. If Nursing Home breaches this Agreement, U.S. News will be entitled, in addition to any other rights available under this Agreement or at law or in equity, to apply for immediate injunctive relief without any requirement to post a bond or other security.
U.S. News shall be a third party beneficiary of this Agreement. To the extent that a nursing home, advertising agency or other third party signs this Agreement on behalf of Nursing Home, such Nursing Home, advertising agency or other third party represents that it has the authority to bind Nursing Home hereunder and shall, along with Nursing home, be jointly and severally liable for all obligations of Nursing Home hereunder.
U.S. News and Nursing Home hereby agree to the Best Nursing Home 2022 Award Badge Permission and Terms & Conditions.