StellaService Seal Display Agreement

1. Seal License and License Restrictions

a.) StellaService, Inc. (Company) grants you a limited, personal, exclusive, non-transferable, non-sublicenseable, revocable license, during the Term as defined below, to download, install, incorporate, display solely on your domain in accordance with the seal installation instructions, one or more copies of the designated seal we make available to you and solely for the purpose of identifying that your e-commerce customer services are being measured by Company. If you obtain our prior written permission to display the seal on marketing materials beyond your service (e.g., printed materials, email marketing, display ads, etc.), the license grant in this section shall also apply to any such materials but only in the specific form and formats that we have so approved.

b.) The term of this Seal Display Agreement shall be for the duration of your Stella Metrics Agreement. During this period, you are permitted to display the Measured by StellaService Seal, except in cases as outlined in this section. If you become eligible to display the Elite Seal, Company will notify you of this status, and you may maintain it on your domain through the duration of your Stella Metrics Agreement or until such time as you are notified that you no longer qualify (the “Term”). During the Term, Company will periodically review Customer’s e-commerce customer service: (i) Company reserves the right to rescind your Measured by StellaService and/or Elite Seal (the “Seals”), in the event that your customer service falls below acceptable levels or you are acting in such a way as to tarnish Company’s reputation. In such event, Company will notify you specifying in reasonable detail your acts or omissions that have given rise to such a notice from us. You will have five business days to solve such problems and assure us by notice that the situation has been rectified. If you are unable to do so in such time period in the reasonable judgment of Company, we will send you a further notice that this Agreement has been terminated effective immediately.

c.) You shall not, nor shall you permit any third party to: (i) use any Seal for or on behalf of any domain other than the domain(s) governed by your Stella Metrics Agreement. ; (ii) use any Seal in the absence of the profile page without our prior written approval; (iii) copy, sell, rent, lease, license, transfer, assign, make derivative works or sublicense any Seal, or rights in any Seal, in whole or in part, to any third party; (iv) alter or tamper with any Seal in any way, including, but not limited to, skewing, modifying the color, size, pattern and fonts, and separating logo elements, copyright and trademark indicators, or attempting to alter or suppress access to the Profile Page; (v) disassemble, decompile, reverse assemble, reverse compile, reverse engineer, or otherwise translate any Seal or otherwise attempt to gain access to the source code to any Seal, or use any device, program or service designed to circumvent technological measures employed to control access to, or the rights in, any Seal; (vi) use Company’s name, logos or other intellectual property rights to market your products or services; (vii) take any action that will interfere with or diminish Company’s rights in any Seal or will interfere with the performance or functionality of a Seal. You represent, warrant and covenant that your domain (including any content therein), will not: (i) infringe the copyright, trademark, trade secret, or other intellectual property rights, proprietary or other right of others; (ii) violate the privacy, publicity, or other rights of third parties; (iii) be discriminatory, unlawful, tortious, obscene, fraudulent, defamatory, harmful, threatening, pornographic, indecent, vulgar, harassing, discourteous, hateful, abusive or racially, ethnically, religiously, sexually or otherwise offensive, as determined by us in our sole discretion; (iv) misrepresent the site location that actually subscribed for or earned a Seal; (v) contain any virus, Trojan horse, worm, time bomb, cancelbot, or other disabling device or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (vi) advocate or encourage any illegal activity; or (vii) have the potential to create liability for us or cause us to violate the requirements of, or to lose the services, in whole or in part, of our Internet service providers or other suppliers.

d.) The Seal is owned by Company, is copyrighted and is licensed to you herein not sold. Except as to the limited license granted to you under Section 1(a) above, Company retains all ownership rights, intellectual property rights, licensing rights and all other interests in and to the Seal and all other trademarks, service marks and certification marks of the Company, now or hereafter in existence, as well as all goodwill associated with the Seal. You have no rights to the source code for any Seal, and you agree that only Company has the right to maintain, enhance, or otherwise modify any Seal.

2) Your License To Us

a.) You grant us a non-exclusive, royalty-free, unrestricted, unconditional, unlimited, worldwide right and license (with right to sublicense) to use your name, logos, trademarks, trade names and service marks (collectively, the “Marks”) to: (i) advertise, market, promote and publicize our Seal program and our products and services in any manner and methods, including, without limitation, placing your name and logo and a link to your domain on the StellaService website; and (ii) display any marks on your profile on the StellaService site as well as the publishing sites

3) Termination

a.) Company shall have the right to immediately discontinue the Service and terminate this Agreement if (i) you violate or fail to comply with any of the terms and conditions in this Agreement; (ii) you terminate or suspend your domain or you cease doing business.
b.) Upon termination or expiration of your Stella Metrics Agreement, you shall immediately cease displaying any Seal in any tangible or intangible medium (including on printed materials) and you grant Company the right to immediately deactivate any services that we use to display the Seal on your domain.