(b) such breach is irremediable or (if such breach is remediable) the breach is not remedied within a period of 30 days after Facility Representative being notified in writing to do so
B. Facility Rights and Benefits.
1. Identification by CRS. CRS agrees to identify the Facility as having a Tracking Attestation on file by listing the Facility on CRS's website. Certain facilities may be identified as “Approved - Requires Additional Green-e® Verification” if supply from such facilities is subject to steps additional to those for other CRS Listed™ facilities in order to be used toward CRS’s Green-e® certification.
2. Trademark License.
Grant of License. Subject to Facility’s continuing compliance with the Agreement, CRS hereby grants the Facility Representative a non-exclusive, non-transferable, worldwide, personal, limited license (without the right to sublicense) to use and display the mark “CRS Listed™” (the “Mark”) during the Term, in each case solely to identify Facility as having a Tracking Attestation in effect with CRS. To be clear, the foregoing license applies only to a particular Facility identified in the Agreement and is expressly conditioned on such Facility meeting the requirements set forth herein.
Limitations. Facility Representative will not use or display (or authorize others to use or display) the Mark in any manner whatsoever other than as expressly set forth herein. Facility Representative agrees that all use of the Mark, and all goodwill arising out of such use, will inure exclusively to the benefit of CRS. Facility Representative will not adopt, use or apply for registration of the Mark (or any trademark confusingly similar to the Mark) anywhere in the world, and CRS will retain the exclusive right to apply for and obtain registrations for the Mark and any of its other trademarks throughout the world. Facility Representative will not engage, participate or otherwise become involved in any activity or course of action either independently or with others that diminishes or tarnishes the image or reputation of the Mark or otherwise derogates CRS’s rights in the Mark. Facility Representative may use the Mark to indicate that the Facility has a Tracking Attestation in effect with CRS, but will not use the Mark in any way as an endorsement or sponsorship by CRS of any product, service, brand, or other operation. CRS’s acceptance of a Tracking Attestation will not constitute representations or warranties of CRS or give rise to any right of reliance for the benefit of Facility Representative or any third party.
Reservation of Rights. All rights not expressly granted in herein are reserved by CRS. Facility Representative acknowledges that it has not acquired, and will not acquire, any claim, right, title or interest in or to the Mark, except the limited right to use the Mark as expressly set forth herein. Facility Representative acknowledges that CRS is the owner of all right, title and interest in and to the Mark, and will not challenge the validity of the Mark, CRS’s ownership of the Mark, or the enforceability of Center’s rights in the Mark during the Term of the Agreement.
Cessation of Mark Use. Facility Representative agrees to promptly cease and desist from all use of the Mark in the event: (i) of termination or expiration of the Agreement, without notice and request by CRS, or (ii) that CRS determines that use of the Mark, in any particular manner or in any particular jurisdiction may violate any applicable laws or regulations, be contrary to public policy or may subject Facility Representative or CRS to any third party claims, legal proceedings, governmental investigations or proceedings, penalties or liabilities, upon receipt of notice and request from CRS.
C. Facility Responsibilities.
1. Payment of Fee. Facility Representative agrees to pay the applicable Annual Fee shown in the table below. Payment is due immediately upon submission of the Tracking Attestation as a condition of acceptance. Fees are non-refundable. CRS’s products and services may incur fee increases year over year. The Tracking Attestation applies to the current Term and does not guarantee the current rate for any renewals.
2. Submission of Materials. Facility Representative on behalf of the Facility is responsible for timely submitting all information or material requested by CRS.
D. Required Notice of Facility Changes. If Facility information provided in the Tracking Attestation changes, CRS requires submission of an updated Tracking Attestation. In addition, Facility Representative must notify CRS in writing if the Facility ceases to be registered in the tracking system or is out of compliance with that tracking system's rules.
No Rights to Green-e® Certified Representations
Acceptance by CRS of a completed Tracking Attestation does not mean that the Facility, Facility owner, Facility's output, or sale of Facility's output is Green‑e® Energy Certified. Authorized representatives of the Facility, including the Facility Representative, are expressly prohibited from representing products from any facility covered by the Attestation as Green-e® Energy Certified or meeting Green-e® certification criteria or program requirements. Only entities that are current participants in CRS’s Green-e® Energy certification program under the terms of active certification contracts are able to sell Green-e® Energy Certified products.
No Rights to CRS Marks or other Intellectual Property
Except as expressly stated herein, no property rights of CRS, including any trademark, service mark, copyright, patent, trade name or other intellectual property interests, including (without limitation) the Green-e® logo or "Green-e" word mark, are transferred to the other party through this Agreement. By submitting this Attestation, the Facility Representative expressly agrees that no party acting on behalf of the Facility will represent any renewable energy covered by this Attestation as "eligible" or "certifiable" or similar under CRS's Green-e® certification programs, which is strictly prohibited by CRS and may violate CRS's intellectual property and other rights. All rights not expressly granted are reserved.
F. REPRESENTATIONS AND WARRANTIES.
1. By CRS. Center represents and warrants that it has all rights and full power and authority to enter into the Agreement and to perform its obligations under the Agreement.
2. By Facility Representative. Facility Representative represents and warrants that: (a) it has all rights and full power and authority to enter submit the Tracking Attestation and to perform its obligations thereunder; and (b) the disclosures and other information provided by Facility Representative under the Tracking Attestation are complete and accurate.
3. Disclaimers and Limitations of Liability. CRS makes no representations or warranties regarding direct or indirect financial or other benefits regarding Facility’s submission of a Tracking Attestation and listing by CRS as having such on file. CRS HEREBY DISCLAIMS ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE REGARDING MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITATION OF THE FOREGOING, CRS MAKES NO REPRESENTATION OR WARRANTY AS TO NONINFRINGEMENT BY THE MARK OF THIRD-PARTY TRADEMARKS, AND CRS UNDERTAKES NO OBLIGATION TO REGISTER THE MARK IN ANY JURISDICTION. Without limiting the generality of the foregoing, Facility Representative acknowledges and agrees that Tracking Attestations are reviewed in connection with criteria developed by CRS solely based on renewable energy use in Canada and the United States.
G. General Provisions
Governing Law. The Agreement will be governed by the laws of the State of California, United States of America, without regard to its conflicts of laws provisions. Subject to the exception below, any dispute regarding the Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California, and the parties irrevocably consent to the exclusive jurisdiction and venue of such courts.
Relationship of Parties. The Parties are independent contractors with respect to one another. Nothing in this Agreement shall create any association, joint venture, partnership, or agency relationship of any kind between the parties.
Warranties. Each Party covenants, warrants and represents that it shall comply with all laws and regulations applicable to this Agreement and the performance of its obligations, and that it shall exercise due care and act in good faith at all times in the performance of its obligations hereunder. The provisions of this section shall survive termination of this Agreement.
No Other Rights. Except as expressly set out in this Agreement, no other rights or privileges are offered or implied in connection with the Attestation;
Parties Bear Own Costs. The Parties will bear their own costs and expenses relating to the Attestation, except as expressly set out in this Agreement;
Force Majeure. Neither Party shall be liable for any loss or any failure to perform any obligations hereunder by reason of any delay in the performance, or non-performance, of any of its obligations hereunder to the extent that such delay or non-performance is due to any circumstances beyond the reasonable control of that Party.
No Waiver. No waiver of any provision of this Agreement will constitute a waiver of any other provision(s) or of the same provision on another occasion;
Binding Effect. This Agreement shall bind the Parties, their respective heirs, personal representatives, successors and assigns. Each Party will and will use all reasonable endeavours to procure that any necessary third-party will execute such documents and perform such acts or do such things as may reasonably be required for the purpose of giving full effect to this Agreement;
CRS Not Restricted vis-a-vis Third Parties. Nothing in this Agreement will prevent or restrict CRS (or its affiliates) from providing services to any third-party, including but not limited to services similar to those outlined in this Agreement;
No Assignment. This Agreement, or the rights granted under it, may not be assigned, transferred or sub-licensed by either Party, whether by transfer, merger, operation of law, change in control or otherwise, without the express prior written consent of the other Party.
Entire Agreement. This Agreement and all its attachments constitute the entire agreement between the parties and supersede all prior agreements, oral or written, relating to the Sponsorship. This Agreement may only be amended in a writing signed by both parties.
Notice. All notices given under this Agreement shall be in writing, addressed to the parties at the addresses set forth above, and shall be deemed to have been duly given when delivered when sent by overnight courier, or certified mail (return receipt requested).
Counterparts and Delivery. This Agreement may be executed electronically. Electronic signatures will be deemed original signatures for all purposes under this Agreement. This Agreement may be delivered electronically, and any such delivery will have the same effect as physical delivery of a signed original.