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HomeMy WebLinkAboutC15-023 Vail Resorts Domain Name License Agreement DOMAIN NAME LICENSE AGREEMENT THIS DOMAIN NAME LICENSE AGREEMENT ("Agreement") is made as of November 1, 2014 ("Effective Date") by and between The Vail Corporation dba Vail Resorts Management Company ("Licensor") a Colorado corporation, and Eagle County, Colorado("Licensee"). BACKGROUND A. Licensor registered, with one or more entities that register Internet domain names the domain name www.flyvail.com (the "Domain Name"), and owns certain property rights associated with the Domain Name through its wholly owned subsidiary Vail Trademarks, Inc. B. Licensee is a government entity that owns and operates the Eagle County Regional Airport("Airport") C. Licensor desires to grant Licensee a limited license to use the Domain Name as set forth in this Agreement. D. In consideration for the covenants set forth in this Agreement the parties agree as follows: AGREEMENT 1. LICENSE a. License Grant. In exchange for payment of the License Fee, if applicable, as set forth below and compliance with the terms of this Agreement, Licensor will grant to Licensee a limited non- transferable license to use the Domain Name solely for the purposes operating the web site as described in this Agreement and accessed via the Domain Name(the"FlyVail Website"). b. License Fee. There will be no license fee associated with the license granted in this Agreement. Rather, Licensor is granting the license in exchange for the promotional benefits associated with Licensee's operation of the FlyVail Website and the party's joint interest in promotion of air travel to the Vail Valley. c. Conditions of License. i. The FlyVail Website may not contain any e-commerce elements or any content not in accordance with the purposes described in this Agreement. The FlyVail Website must clearly identify the Eagle County Regional Airport as its operator and shall not in any manner represent that it is the website of the Vail Corporation or any of its affiliates. ii. Licensee must use the FlyVail Website for the sole purpose of promoting air travel and tourism to the Vail Valley. iii. Licensee shall include prominent links on the FlyVail Website to the following websites operated by Licensor: the Beaver Creek Resort website at www.beavercreek.com; and the Vail Mountain website at www.vail.com. iv. If at any time during the term of this Agreement Licensor in its sole discretion determines that the FlyVail Website is being used other than in accordance with the purposes described in this Agreement, or otherwise in violation of these terms and conditions, Licensor shall provide Licensee with notice of such breach or violation, except if such breach or violation poses imminent risk to Licensor. If Licensee does not cure said breach or violation within seventy two (72) hours of such notification, Licensor may immediately terminate the license to the Domain Name granted herein for breach by Licensee,pursuant to Section 2 below. v. Licensee is not granted any express or implied license to use the trademarks or logos owned by Licensor, its subsidiaries or affiliates (collectively, the "Vail Marks"), or any photographs, images or copyrighted materials owned by Licensor, its subsidiaries or affiliates, whether on the FlyVail Website or otherwise, other than the license to the Domain Name as expressly described herein. Licensee will be required to obtain prior written approval from Licensor for each use of any of the Vail Marks or any photography, images, or other intellectual property of Licensor. All use of the Domain Name or the Vail Marks (if approved by Licensor as provided herein) will be subject to the quality standards specified by Licensor from time to time and will be in full compliance with all applicable laws and regulations. Licensor has the right, at all reasonable times, to inspect the manner in which Licensee uses the Domain Name and the Vail Marks. If Licensor disapproves of Licensee's use of the Domain Name, Licensor will give Licensee notice of such disapproval with a specific description of the elements of use causing Licensors disapproval. Licensee will have thirty days from receipt of such notice to correct the disapproved elements. vi. Licensee acknowledges that Licensor or its affiliates are the owners of the Domain Name and the Vail Marks. Licensee may not take or encourage any action which will in any way impair the rights of Licensor in and to the Domain Name or the Vail Marks or the goodwill inherent therein. Licensee's use of the Domain Name and the Vail Marks inures to the benefit of Licensor. Licensee may not acquire or claim any title to the Domain Name or the Vail Marks adverse to Licensor by virtue of the license granted herein, or through Licensee's use of the Domain Name or the Vail Marks. vii. Licensee will be solely responsible for hosting and maintaining all of the content and function Jf the FlyVail Website. viii. Licensee will comply with all applicable laws and regulations governing the operation of the FlyVail Website, including but not limited to laws and regulations governing collection and storage of customer information and of visitors to the FlyVail Website, email practices, and security practices. Licensee will maintain and operate the FlyVail Website in a professional manner consistent with reasonable industry standards for operation of similar websites, maintenance of security, and protection of customer information. 2. TERM; TERMINATION a� Term and Renewal. This Agreement starts on the Effective Date and will continue until terminated by either party in accordance with this Agreement(the"Term"). b. Licensor Termination. Licensor may terminate this Agreement (i) immediately upon written notice to Licensee at any time if Licensee breaches any term or condition of this Agreement and fails to cure such breach within seventy two (72) hours of notification of such breach, except if such breach poses imminent risk to Licensor; or (ii) upon sixty (60) days written notice to Licensee at any time,with or without cause. c, Licensee Termination. Licensee may terminate this Agreement at any time, with or without cause, upon (i) sixty days written notice to Licensor and (ii) relinquishing all rights to use the FlyVail v■ebsite. 2 3. DISCLAIMER OF WARRANTIES. THE DOMAIN NAME IS LICENSED ON AN AS-IS BASIS. THERE ARE NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE OR NONINFRINGEMENT. 4. MISCELLANEOUS. a. Entire Agreement. This Agreement contains the entire agreement and understanding of the parties hereto, and supersedes any prior agreements or understandings between or among the parties hereto,with respect to the subject matter hereof. b. Amendments and Waivers. This Agreement may be amended only by an instrument in writing signed by the parties hereto. The failure to enforce or insist on any term, condition or provision of this Agreement, in any one or more instances, shall not be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. c. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby. d. Independent Contractor. Each party, in entering into this Agreement, acts as an independent contractor and nothing herein shall be construed to create a partnership or joint venture between the parties or to constitute agency of any sort. e. Successors and Assigns; No Third Party Beneficiaries. This Agreement is for the sole and exclusive benefit of Licensor, Licensee, and their respective heirs, successors, permitted assigns, administrators, executors and other legal representatives and nothing herein is intended or shall be construed to confer upon any person other than the foregoing any right, remedy or claim under or by reason of this Agreement or any term, covenant or condition hereof. Neither party may assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other party. f. Construction. This Agreement is the result of negotiations between the parties and has been reviewed by each party thereto. Accordingly, this Agreement will be deemed to be the product of the parties hereto and no ambiguity will be construed in favor of or against any party. g. Headings; Copies; Counterparts. The section headings contained in this Agreement are included for convenience only and shall not affect in any way the meaning of interpretation of this Agreement. This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together shall constitute one and the same agreement. A facsimile or other copy of this Agreement shall have the full force and effect of the original. h. Governing Law; Jurisdiction; Venue. This Agreement, and the rights of the parties hereto, shall be governed by, construed and enforced in accordance with the laws of the State of Colorado as such laws apply to agreements among Colorado residents made and to be performed entirely within the State of Colorado. Any action in respect of, or concerning,this agreement shall be litigated solely in Eagle County , Colorado, and both parties consent to jurisdiction of the person and venue solely in Eagle County, Colorado. 3 i. Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to either party nor shall any payment be made in excess of the amount for any work done in respect of any period after December 31 of any year without the written approval in accordance with a budget adopted by the Board of County Commissioners in compliance with the provisions of Article 25, Title 30 of the Colorado Revised Statutes, Local Government Budget Law (C.R.S. 29 -1- 101 et. sect. and Tabor Amendment (Colorado Constitution, Article X, See. 20). IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the Effective Date. LICENSOR The Vail Corporation dba Vail Resorts Management Company: By: Name: = U 0 Title: pV -match — 4 LICENSEE County of Eagle, State of Colorado, by and through its Acting County Manager By: Name: S 1