Upon approval of Wholesale Membership and execution of this agreement, Certified American Grown grants Applicant a limited, nonexclusive, non-transferable license to use the American Grown Flowers™ name, logo, and related marks (“Marks”) in accordance with the terms of this agreement and the then-current American Grown Flowers Logo Usage Guide.
The purpose of this license is to allow Wholesale Members to identify, distinguish, and promote qualifying flowers, foliage, and floral products grown in the United States.
Qualifying Products
The Marks may be used only in connection with qualifying products.
For individual flowers, foliage, or other eligible products, the product must have been grown in the United States.
For bouquets, arrangements, or other floral products containing multiple flowers or foliage components, no less than eighty-five percent (85%) of the flowers and foliage, by stem count, must have been grown in the United States.
Imported products and other products that do not meet these requirements may not be identified, labeled, marketed, or promoted using the Marks.
Permitted Uses
Applicant may use the Marks to identify qualifying products on or in connection with:
* Product packaging, sleeves, boxes, labels, and tags;
* Websites and online product listings;
* Catalogs, availability lists, and price lists;
* Marketing, advertising, and promotional materials;
* Emails, signage, banners, trade show materials, and other sales materials; and
* Other uses approved by Certified American Grown.
The Marks may also be used in general promotional materials to encourage customers to identify or purchase American-grown flowers and foliage, provided such use does not falsely imply that all products sold by Applicant qualify for use of the Marks.
Identification of Qualifying Products
When Applicant sells both qualifying and non-qualifying products, the Marks must be displayed in a manner that clearly distinguishes qualifying American-grown products from imported or otherwise non-qualifying products.
Applicant shall not use the Marks in any manner that states or implies that Applicant’s entire inventory, business, or product offering is American grown unless that representation is accurate.
Logo Usage Requirements
All use of the Marks shall comply with the then-current “American Grown Flowers Logo Usage Guide”, as adopted and amended from time to time by Certified American Grown. The Logo Usage Guide governs approved colors, sizing, placement, context, product identification, and other permitted uses of the Marks.
The Marks may not be altered, incorporated into Applicant’s own trademark or logo, or used in a manner that suggests ownership of the Marks by Applicant.
Certified American Grown may require Applicant to modify or discontinue any use of the Marks that it determines is inconsistent with this agreement, the Logo Usage Guide, or the purpose and reputation of American Grown Flowers.
Records and Verification
Applicant shall maintain commercially reasonable systems and records sufficient to substantiate compliance with this agreement.
Such records should be sufficient to identify:
1. The domestic grower or supplier from which qualifying products were sourced;
2. The qualifying products purchased or sold; and
3. Where reasonably applicable, the manner in which the Marks were used to identify or promote those products.
Applicant agrees to retain such records for a minimum of three (3) years and, upon reasonable request, provide documentation sufficient for Certified American Grown to verify compliance with this agreement.
Ownership of the Marks
Applicant acknowledges that the Marks and all goodwill associated with them are the exclusive property of Certified American Grown. Applicant acquires no ownership interest in the Marks through membership or use of the Marks.
Applicant shall not register, claim ownership of, sublicense, assign, or transfer the Marks or any confusingly similar name, logo, or designation.
Term and Termination
The license granted under this agreement is available only while Applicant remains an American Grown Flowers Wholesale Member in good standing and complies with this agreement and the Logo Usage Guide.
Certified American Grown may suspend or revoke Applicant’s permission to use the Marks for misuse, misrepresentation, failure to substantiate qualifying product sourcing, failure to comply with the Logo Usage Guide, or other material violation of this agreement.
Upon termination of Applicant’s Wholesale Membership or license, Applicant shall discontinue use of the Marks, except as otherwise expressly authorized in writing by Certified American Grown.
