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Contract analysis / exhibit-d-trademark-license-brand-guidelines.docx
exhibit-d-trademark-license-brand-guidelines.docx
1008-00010 · 15 clauses
High · 6 Medium · 4 Standard · 0
ARTICLE 1 — DEFINITIONS
ARTICLE 1 — DEFINITIONS For the purposes of this Exhibit D, the following terms shall have the meanings set forth below: 1.1 "Licensed Marks." "Licensed Marks" means, collectively, the following trademarks, service marks, trade names, and associated proprietary identifiers owned by Lumos: (a) the Lumos Prism™ trademark, service mark, and trade name; (b) the Lumos Analytics Inc. corporate name and logo; (c) the "Lumos
ARTICLE 2 — GRANT OF TRADEMARK LICENSE High
⚑ Non-compete / exclusivity restraint
ARTICLE 2 — GRANT OF TRADEMARK LICENSE 2.1 License Grant. Subject to the terms and conditions of this Exhibit D and the Agreement, Lumos hereby grants to Meridian a limited, non-exclusive, non-transferable, non-sublicensable (except as expressly provided in Section 2.3), royalty-free license to use the Licensed Marks solely in connection with Authorized Resale Activities during the term of the Agreement (the "License
ARTICLE 3 — INTELLECTUAL PROPERTY OWNERSHIP AND PROTECTION High
⚑ Non-compete / exclusivity restraint
ARTICLE 3 — INTELLECTUAL PROPERTY OWNERSHIP AND PROTECTION 3.1 Ownership. Lumos is and shall remain the sole and exclusive owner of all Licensed Marks and all intellectual property rights therein throughout the world. Meridian acknowledges and agrees that: (a) the Licensed Marks are valid and enforceable; (b) Lumos is the sole owner of all right, title, and interest in and to the Licensed Marks; and (c) Meridian shal
ARTICLE 4 — BRAND GUIDELINES High
⚑ Indemnity / guarantee obligation
ARTICLE 4 — BRAND GUIDELINES 4.1 General Standards. All uses of the Licensed Marks by Meridian, its sub-distributors, and its agents must be consistent with the quality standards and brand identity maintained by Lumos, as communicated through this Exhibit D, the Agreement, and such additional guidance as Lumos may provide from time to time through the Lumos Partner Portal or direct communications. Meridian shall ensu
ARTICLE 5 — APPROVAL REQUIREMENTS FOR CO-BRANDED MATERIALS Medium
⚑ Liability cap to check against exposure
ARTICLE 5 — APPROVAL REQUIREMENTS FOR CO-BRANDED MATERIALS 5.1 Pre-Approval Requirement. All co-branded marketing materials — defined as any Marketing Materials bearing both Meridian's marks, logos, or corporate identity and any of the Licensed Marks — must be submitted to Lumos for written approval prior to publication, distribution, display, or other use. This requirement applies regardless of the format, medium, o
ARTICLE 6 — QUALITY CONTROL Medium
⚑ Forum / governing law
ARTICLE 6 — QUALITY CONTROL 6.1 Quality Standards. All products and services marketed, promoted, demonstrated, or sold under or in connection with the Licensed Marks must meet Lumos's quality standards as communicated through the Agreement (including, without limitation, the service level agreement set forth in Exhibit E to the Agreement, which provides for a 99.95% uptime commitment), this Exhibit D, and such additi
ARTICLE 7 — TERM AND TERMINATION OF TRADEMARK LICENSE Medium
⚑ Liability cap to check against exposure
ARTICLE 7 — TERM AND TERMINATION OF TRADEMARK LICENSE 7.1 Term. This trademark license is coterminous with the Agreement. The initial term of this Exhibit D shall commence on April 1, 2024 and shall continue through March 31, 2029 (the "Initial Term"). Following the expiration of the Initial Term, this trademark license shall automatically renew for successive one (1)-year periods, unless the Agreement is terminated
ARTICLE 8 — REPRESENTATIONS AND WARRANTIES High
⚑ Indemnity / guarantee obligation
ARTICLE 8 — REPRESENTATIONS AND WARRANTIES 8.1 Lumos Representations. Lumos represents and warrants to Meridian that: (a) Lumos has the full right, power, and authority to enter into this Exhibit D and to grant the trademark license set forth herein; (b) the execution, delivery, and performance of this Exhibit D by Lumos does not conflict with or result in a breach of any agreement, order, or judgment to which Lumos
ARTICLE 9 — INDEMNIFICATION High
⚑ Indemnity / guarantee obligation
ARTICLE 9 — INDEMNIFICATION 9.1 Cross-Reference to Agreement. The indemnification provisions of the Agreement shall apply in full to any claims, losses, damages, liabilities, costs, and expenses arising from or related to the use of the Licensed Marks by Meridian, its sub-distributors, or its agents under this Exhibit D. For clarity, the Parties acknowledge and agree that: (a) Meridian's indemnification obligation un
ARTICLE 10 — MISCELLANEOUS High
⚑ Non-compete / exclusivity restraint
ARTICLE 10 — MISCELLANEOUS 10.1 Governing Law. This Exhibit D shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles, consistent with the governing law provisions of the Agreement. 10.2 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Exhibit D, or the breach, termination, or validity thereof
Section 1 — Logo Specifications
Section 1 — Logo Specifications 1.1 Logo Construction and Variations. The Licensed Marks include the following logo variations, each of which is constructed on a defined grid system to ensure consistency across all applications: (a) Primary Logo (Full-Color Horizontal Lockup). The primary logo features the Lumos prism icon positioned to the left of the "Lumos Analytics" or "Lumos Prism" wordmark, rendered in Lumos In
Section 2 — Color Palette Reference
Section 2 — Color Palette Reference The approved color palette for all materials bearing the Licensed Marks is set forth below, with specifications for Pantone (PMS), CMYK, RGB, and Hex reproduction:
Section 3 — Typography Standards
Section 3 — Typography Standards 3.1 Lumos Sans Typeface Family. The Lumos Sans typeface is available in the following weights, each with corresponding italic variants: • Lumos Sans Light (300) • Lumos Sans Regular (400) • Lumos Sans Medium (500) • Lumos Sans Semibold (600) • Lumos Sans Bold (700) 3.2 Usage Hierarchy. 3.3 Fallback Typefaces. Where Lumos Sans is unavailable, the following fallback typefaces shall be u
Section 4 — Layout and Grid System
Section 4 — Layout and Grid System 4.1 Standard Layout Grid. Marketing collateral bearing the Licensed Marks should be designed on a twelve (12)-column grid system with the following specifications: • Margins: 20mm (print) / 5% viewport width (digital) • Column Gutter: 4mm (print) / 24px (digital) • Baseline Grid: 12pt increments (print) / 8px increments (digital) 4.2 Margin and Gutter Specifications. Detailed margin
Section 5 — Imagery Guidelines Medium
⚑ Confidentiality undertaking
Section 5 — Imagery Guidelines 5.1 Photography Style. Approved photography should convey: • Professionalism and expertise in financial services and technology • Diversity and inclusion in team and workplace settings • Clean, modern environments with natural lighting • Technology usage in professional contexts (screens displaying data visualizations, dashboards, and analytics) 5.2 Product Screenshots. Product screensh