LICENSE AGREEMENT

This License is between the Dayton Development Coalition, Inc., an Ohio corporation located at 900 Kettering Tower Dayton Ohio 45423 (the “Coalition”) and you, ("Licensee"). The Coalition has developed marks to promote the Dayton Region set forth on Schedule A (the "Marks"), and the Coalition desires Licensee and others to use the Marks in conjunction with their sales and marketing activities in order to promote the Dayton Region (the “Branding Initiative”); Licensee desires to participate in the Branding Initiative. To agree to the terms and conditions of this License, click “Agree.” If you do not agree to these terms, do not click “Agree,” and do not use the Marks.

Based on the promises in this License and subject to all of the terms and conditions contained in this License, the Coalition and Licensee agree as follows:

1. License Grant. The Coalition hereby grants Licensee a free of charge, non-exclusive, non-transferable, non-sublicensable, fully revocable, license to use the Marks exclusively in connection with the Branding Initiative (the “License”). Licensee will have the right to use the Marks until the Coalition notifies Licensee, in writing, that Licensee must cease using the Marks (the “Term”), and in such case, Licensee will use commercially reasonable efforts to promptly cease using the Marks.

2. Brand Instructions. The Coalition will provide Licensee, from time to time, with an electronic Standards Manual and other materials as the Coalition deems appropriate (collectively the “Brand Instructions”) and Licensee agrees to use the Marks pursuant to the then current Brand Instructions. Licensee agrees to designate a “Brand Monitor” identified on Schedule A to oversee its use of the Licensed Marks in accordance with the Brand Instructions. At the Coalition’s request, the Brand Monitor will promptly provide the Coalition with samples of Licensee’s use of the Licensed Marks. Licensee hereby grants the Coalition the right to publish copies of such samples to support the Branding Initiative and to demonstrate the effectiveness of the Branding Initiative.

3. Licensee’s Rights. Nothing in this License will give Licensee any right, title, interest or ownership in the Marks other than the right to use the Marks in accordance with this License during the Term. All value and benefits of the Marks will inure exclusively to the Coalition. This License grants the right to use the Marks on an "AS IS" basis. The Coalition disclaims all warranties, express or implied, relating to the Marks or the Brand Instructions. Nothing in this License will obligate the Coalition to investigate any infringement of the Marks or to enforce the Coalition’s rights to the Marks or the Brand Instructions.

4. Miscellaneous. Notices required under this License will be in writing and will for all purposes be deemed to be given if sent by email to the email address set forth below. Either party may change its email address for the purpose of this License by giving the other party written notice of its new email address. A waiver of any breach of this License or the Brand Instructions will not be construed as a continuing waiver of any breach. The Coalition may assign its right, title and interest in and to this License, the Marks and the Brand Instructions at any time. Licensee may not assign any rights under this License, the Marks or the Brand Instructions. This License sets forth the entire agreement and understanding of the parties relating to the subject matter contained herein and supersedes any prior written or oral understandings between the parties with respect to this License, the Marks or the Brand Instructions. This License will be construed and enforced in accordance with the laws of the State of Ohio. Any claim arising out of or relating to this License, or the breach hereof, will be brought in either the United States District Court of Southern Ohio, or an appropriate court in Montgomery County, Ohio, and the parties hereby submit to the personal jurisdiction and venue of these courts.