1. Guidelines for RIF Chapters and Programs
If implementing a RIF Chapter or Program, User agrees that User will operate the Chapter or Program according to guidelines promulgated by RIF. Such guidelines may be revised from time to time by RIF at its sole discretion.
2. Recipient Eligibility
User shall provide the resources set forth on RIF”s “Literacy Central” page (“RIF Resources”), https://www.rif.org/literacy-central, to children eligible for enrollment in preschool, elementary, or secondary schools. User shall serve all children in a classroom or group equally, regardless of race, creed, color, ethnic origin, religion, sex, economic background or level of academic achievement.
3. Reports and Audits
RIF shall have the right to require periodic reports from User, and to inspect the books and records of RIF Chapters and RIF Programs upon RIF’s written request and with reasonable notice.
RIF may terminate this Agreement upon thirty (30) days written notice to User without cause. RIF may terminate this Agreement immediately upon material breach of the Agreement by User (including without limitation any breach of section 6, 7, or 8).
5. Limited License to Use RIF Marks
RIF is the sole and exclusive owner of the following trademarks, service marks and trade name organizational name (collectively, the “RIF Marks”): READING IS FUNDAMENTAL, U.S. Reg. No. 1,003,628; RIF, U.S. Reg. No 1,075,006; Reading Is Fundamental, with a stylized design of an open book under the word “READING”, U.S. Serial. No. 88031355 (the “READING IS FUNDAMENTAL and Design Mark”) as depicted below; the “Reading Is Fundamental, Inc.,” organizational name; SKYBRARY, U.S. Reg. No. 4,222,871, and the unregistered SKYBRARY design marks depicted immediately below:
RIF hereby grants to RIF Chapters and RIF Programs, and to Users solely for the purpose of performing activities on behalf of the RIF Chapters and the RIF Programs, a limited, nonexclusive, nonsublicenseable and nonassignable right and license, for use in the United States and on the Internet, to use the RIF Marks solely in connection with their operations for the purpose of inspiring a passion for reading among all children, and providing high quality literacy content for children. Those to whom RIF has granted rights pursuant to this Section 7 shall be referred to collectively and individually as “Licensees.”
This license shall be effective for the duration of the RIF Chapter or RIF Program.
Each Licensee acknowledges RIF’s exclusive rights in the RIF Marks and agrees to do nothing inconsistent with those rights, including without limitation challenging RIF’s ownership of the RIF Marks or seeking to register any of the RIF Marks with any agency or office worldwide. Licensees may not modify the RIF Marks or use the RIF Marks in combination with any third party mark or name.
To ensure that each Licensee’s use of the RIF Marks meets RIF’s high-quality standards, Licensees shall provide to RIF for prior approval, which shall not be unreasonably withheld, at least one (1) representative sample of all written and electronic materials using the RIF Marks, including but not limited to educational materials, labels, signs, stationery, promotional materials, informational materials, advertising and other materials. If RIF does not send written notice of its disapproval to a Licensee submitting such materials within ten (10) days after RIF’s receipt of samples of any such materials, these materials shall be deemed automatically approved. Licensees may not modify such materials without RIF’s prior written approval according to the same approval mechanism described in this paragraph.
Licensee shall immediately inform RIF in writing of any infringement or suspected infringement of the RIF Marks and shall cooperate with RIF, at RIF’s expense, in enforcing RIF’s rights in the RIF Marks if it finds that these service marks are being used improperly or without permission. Licensee shall indemnify and defend RIF against any claims, demands, causes of action, damages, or judgments arising from or relating to Licensee’s unauthorized use of the RIF Marks.
On termination of this Agreement for any reason, Licensee shall immediately discontinue the use of all RIF Marks.
6. Representations and Warranties
By Each Party. Each party to this Agreement represents and warrants to the other party that: (a) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it hereunder; and (b) its execution of this Agreement and performance of its obligations hereunder do not and will not violate any agreement or law to which it is a party or by which it is bound.
By User. User hereby represents and warrants that its operation of the RIF Chapter or RIF Program, and any materials it creates and/or distributes in connection with the operation of such RIF Chapter or RIF Program, shall not violate any third party’s rights, cause any injury or bodily harm to person or property, or contain any material that is obscene, libelous or defamatory, or infringing of any third party’s copyrights, trademarks, patents, trade secrets, or other proprietary rights.
Except as otherwise set forth herein, any approval, consent, notice, request or other communication required or permitted to be given by either party to the other under this Agreement shall be in writing and shall be deemed to have been given (a) by electronic mail; (b) when delivered by hand or by courier; (c) when three (3) days have elapsed after its transmittal by registered or certified mail, postage prepaid, return receipt requested; or (d) when two days have elapsed after its transmittal by overnight courier to the address set forth above. All notices provided to RIF hereunder except those sent by electronic mail shall be sent to the attention of RIF’s Vice President of Operations. Those notices sent by electronic mail shall be sent to: [email@example.com]
8. Binding Effect
This Agreement shall be binding upon and shall inure to the benefit of RIF and User and each of their respective successors and permitted assigns.
No waiver of acquiescence in or consent to any breach of or default under this Agreement shall be deemed a waiver of acquiescence in or consent to any other breach or default occurring at any time, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
If any provision is determined to be illegal, unenforceable or void, and if the remainder of this Agreement shall not be affected by such determination and is capable of substantial performance, then such void provision shall be deemed rescinded and each provision not so affected shall be enforced to the extent permitted by law.