Use of Certification Mark MERITAGE ®
Terms and Conditions
You agree to permit us, or our appointed agent, to inspect and
determine, at any time, the quality and nature of the goods and it
to inspect your winery records to determine whether or not you are
maintaining the above-mentioned standards.
You shall provide in writing a list of all wines you intend to
promote as Meritage® blended wines produced prior to entering into
this agreement along with copies of the labels of such wines. You
shall also submit copies of labels and materials using our Mark at
the time the labels or materials are released to the public.
You agree that your use of our Mark shall be on behalf of and
shall inure to our benefit, and that you will not in any way
dispute or impugn the validity of our Mark, our registration of the
Mark or our right thereto, or contest our right to license the use
of the Mark to other licensees who meet our standards, both during
the period of the Agreement and thereafter.
We shall set fees for years following but shall not increase
fees without the approval of our Board of Directors at its annual
Your fee shall be due and owing at the beginning of a license
year. The first license year begins when you execute this
Agreement. Each following license year shall begin on the
anniversary of the date of execution of this Agreement. If this
Agreement ends for any reason before the expiration of the full
year, your fee for that year shall not be prorated.
This Agreement shall continue in force and effect for a period
of one (1) year and will be renewed automatically for an additional
one (1) year period upon your payment of the annual fee as set by
our Board of Directors at its annual meeting, unless we notify you
or you notify us in writing at least thirty (30) days in advance of
the anniversary date of this Agreement that we or you do not wish
to continue with the Agreement the following year. If proper notice
timely given, then this Agreement shall terminate at the
conclusion of the then existing license year.
You will notify us, at the time of execution of this license and
at the time of its annual renewal, which wines you intend to bottle
during the annual term of the license.
We shall not revoke nor fail to renew our LICENSE without
We shall have the right to terminate this Agreement at any time
by giving thirty (30) days' written notice to you to that effect if
you act in bad faith and/or violate any terms and conditions of
When this Agreement or any renewal of it ends, you agree
- Discontinue use of the Mark in any manner and not to use
thereafter the Mark or any notation, symbol, or any mark that is
confusingly similar; and
- If you have acted in bad faith and/or violated any terms of
this Agreement, you shall deliver to us or to our appointed agent
all advertisements, promotional materials, labels and other printed
materials, and all or other items whatsoever bearing the Mark.
This Agreement shall not be assignable by you without our
express prior written consent.
You shall promptly notify us in writing of any infringements or
unauthorized use of the Mark which may come to your attention.
You shall not use or adopt the Mark as your business name and
you shall not use or adopt the Mark in combination with your
Our relationship shall be as Licensor and Licensee,
respectively. This Agreement shall not be construed to constitute
either party as the agent, partner or legal representative of the
other. This Agreement shall not be deemed to establish a joint
venture or partnership.
This Agreement is construed according to the laws of the State
of California, and is subject to the venue of Napa County. Any
controversy between the parties hereto involving the construction
or application of any of the term, covenants, or conditions of this
Agreement, on written request of one party served on the other,
shall be submitted to arbitration, and such arbitration shall
comply with and be governed by the provisions of the California
Arbitration Act, or any similar successor act.
This Agreement constitutes the entire agreement and
understanding between the parties and cancels, terminates and
supersedes any prior agreement or understanding between the parties
relating to the Mark and shall not be altered, modified, or varied
except in writing signed by the parties.