These Boundless Trademark License Terms for Vendors (“Trademark Terms”) effective as of the date of the PO or SOW under which Boundless Inc., and/or its Affiliates and Subsidiaries, including but not limited to Yahoo Holdings Inc. and Yahoo Inc. (collectively “Boundless”), has agreed to grant Vendor the rights outlined herein are subject to the Vendor Master Terms and Conditions located at  https://www.beboundless.jp/en/policies/vendor-master-terms (“VMTC” or “Vendor MTC”) and are part of the Agreement. Except for terms defined herein, capitalized terms used herein are defined in the Vendor Master Terms and Conditions. 

 

1. Boundless Trademark License. Subject to Vendor’s strict compliance with the Agreement, Boundless grants Vendor a limited, revocable, non-exclusive, non-assignable, non-transferable, non-sublicensable, royalty-free license, for the SOW Term or until completion of the Services ordered solely in connection with a PO, to use the designated trademarks owned by Boundless and its Affiliates (“Boundless Marks”) in the form delivered by Boundless, only for the territory in which Services will be delivered, and only as reasonably necessary to perform Services.
2. General Guidelines For Use Of Boundless Marks.
   1. Brand Guidelines. Vendor will comply with any of Boundless’s brand guidelines or requirements that Boundless may require (“Boundless Marks Guidelines”). From time to time during the term of these Trademark Terms, Boundless may provide to Vendor written guidelines as to the size, typeface, colors, and other graphic characteristics of the Boundless Marks, which upon delivery to the Vendor will be deemed to be incorporated into these Trademark Terms and into the Boundless Marks Guidelines. Upon Boundless’s request, Vendor will promptly remove or replace any Boundless Mark.
   2. Approval.
      1. Every use, display (including the size, place, and manner), and/or reproduction of any Boundless Mark must be in accordance with the Agreement and pre-approved in writing by the Boundless Project Manager or Boundless’s Brand Marketing Team. Vendor may request approval by sending a letter, as outlined below (the “Request for Approval”) and emailing it to the Boundless Project Manager at the address stated in the SOW and/or Boundless Brand Marketing at brandidentity@yahooinc.com. Vendor must also include a complete sample of each proposed use. Boundless's Brand Marketing Team will typically review a request and respond within ten (10) business days, but is under no obligation to respond. Vendor may not and will not use any Boundless Mark for any specific use unless and until Boundless has granted its specific approval and any and all conditions of such approval have been fulfilled by Vendor.
      2. Form of Request for Approval Letter. Any request for approval will include the following required information: (1) exact name and title of organization and/or person requesting permission; (2) your contact information (e-mail, phone, fax, mailing address); (3) the name of the Boundless Project Manager; (4) attach layout/sample of visual that features any Boundless Mark; (5) samples and specific description of materials in or upon which any Boundless Mark will appear; (6) Distribution plans for materials (what territory, what are requested channels of distribution, for physical materials how many copies will be created and distributed, for electronic materials how many recipients will receive them, how long will materials will be offered for distribution); (7) a copy of the SOW and any applicable terms and conditions related to such use; and (8) any questions concerning Vendor’s request.
   3. Restrictions upon Use. The Boundless Marks will not be presented or used: (i) in a manner that suggests that editorial content has been authored by, or represents the views or opinions of Boundless; (ii) in a manner as to imply affiliation with or sponsorship, endorsement or approval by Boundless of Vendor or Vendor’s products or services, (iii) in conjunction with any other trademark, service mark, brand name, logo or design such that it creates a new mark or brand, (iv) in a manner that is misleading, defamatory, libelous, obscene, infringing or otherwise objectionable; (v) in connection with any material that infringes the trademark, copyright or any other rights of any third party; (vi) as part of a name of a product or service of any company other than Boundless; or (vii) in a manner that infringes, derogates, dilutes, or impairs the rights of Boundless in the Boundless Marks. Boundless will have complete discretion to evaluate Vendor's use and to decide whether that use violates any of the foregoing restrictions.
   4. Use for Boundless's Benefit. Any use of the Boundless Marks will inure to the benefit of Boundless or to its Affiliation or Subsidiary that owns the Boundless Mark.  By using the Boundless Marks pursuant to Boundless's approval, Vendor acknowledges Boundless's ownership of all Boundless Marks and warrants that it will not take any action which is inconsistent with Boundless's ownership.
   5. Nonexclusive Remedy. The Vendor will make any changes to its use of the Boundless Marks as are requested by Boundless, and if such changes are not made Vendor agrees that at Boundless’s request, Vendor will immediately cease use of the Boundless Marks, promptly recall, at Vendor’s cost, any materials bearing the Boundless Marks, and return to Boundless any and all materials bearing the Boundless Marks. This remedy is in addition to any other legal remedies to which Boundless may be entitled in relation to Vendor's use of Boundless Marks.
3. Ownership. Vendor’s use of any Boundless Mark does not confer or imply any ownership, goodwill, or other rights in the Boundless Marks. Vendor recognizes the unique value, goodwill, and, where relevant, secondary meaning, associated with the Boundless Marks. All rights, title, and interests in the Boundless Marks and the goodwill pertaining thereto automatically vests in Boundless or in the Boundless Affiliate or Subsidiary that owns the relevant Boundless Mark, and at all times will remain owned by and in the name of the Boundless or by and in the name of the Boundless Affiliate or Subsidiary that owns the relevant Boundless Mark. Vendor will not contest the validity of any ownership of any Boundless Mark by Boundless or the Boundless Affiliate or Subsidiary that owns the relevant Boundless Mark. Vendor will not, in any jurisdiction, adopt, use, register, or apply for registration of, whether as a corporate name; trademark; service mark; product or service name; domain name; social media handle; or app name, logo or description; or other indication of origin, any trademark or any word, slogan, symbol, logo, device, or combination thereof confusingly similar to any Boundless Mark. Vendor agrees that upon expiration or termination of the SOW or completion of Services purchased by PO alone, Vendor will immediately stop using the Boundless Marks and promptly return to Boundless all materials and inventory bearing the Boundless Marks.
4. Quality Assurance Standards. From time to time during the Term and once within six (6) months after the termination or expiration of the applicable SOW or completion of Services ordered solely in connection with a PO, under which Vendor is granted the right to use the Boundless Marks, Boundless may inspect and audit Vendor’s use of the Boundless Marks. Boundless will provide Vendor with reasonable notice prior to such audit and any such inspection and audit will be conducted during regular business hours. If an audit reveals any breach of the Trademark Terms, in addition to any other remedies Boundless may have, Boundless may terminate these Trademark Terms, effective immediately without any right to cure, and Vendor will reimburse Boundless for the cost of its audit, immediately cease all use of the Boundless Marks, promptly recall, at Vendor’s cost, any materials bearing the improper use of the Boundless Marks, and return to Boundless any and all materials bearing the Boundless Marks.
5. Additional Terms for Boundless Branded Deliverables. Prior to producing any Boundless Branded Deliverable, Vendor will submit color production samples for Boundless’s inspection and approval. Boundless, in its discretion may approve, reject or seek modification of any sample. “Boundless Branded Deliverable” means a Deliverable that will or is intended to, as outlined in a PO or SOW, bear a Boundless Mark. Vendor agrees that it will not take any action regarding any Boundless Branded Deliverable until Boundless gives written approval of the sample Boundless Branded Deliverable. Any Boundless Branded Deliverable so approved by Boundless will be produced exactly as approved without any changes whatsoever. Boundless will not be required to accept or pay any fees or costs related to or arising from the production of any Boundless Branded Deliverable that does not conform to the approved sample of such Boundless Branded Deliverable.
6. Precedence. Except as indicated herein, terms in these Trademark Terms supplement, but do not replace, terms in the Vendor MTC. In the case of inconsistency or conflict between the provisions of these Trademark Terms and the Vendor MTC, the provisions of these Trademark Terms will control, and in no event may a SOW or Change Order may amend or alter these Trademark Terms.

 

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These Trademark Terms were last updated on May 1, 2023.