By signing this Agreement, the Member agrees to the following terms and conditions:
1. Purpose
The Choose Iowa Program (herein after “Program”) was developed to promote food products produced from Iowa agriculture and create an easy way for consumers to identify those products. The Program builds pride around Iowa agriculture, supporting the producers who grow agricultural products in our great state. As an integral part of the Program, the Department has developed and created a logo to aid consumers in identifying products produced in the state of Iowa. The Program is governed by Iowa Code chapter 159 and Iowa Administrative Code chapter 52.
This Agreement lays out the responsibilities of the Member related to the use of the Program Name and Logo and other membership benefits.
Member Benefits may include:
- Invitation to create Member profile page on Program website to allow consumers to search for products and allow Member to highlight Member products,
- Use of Program Name and Logo, and
- Assisting consumers’ recognition and promotion of Iowa-produced products.
2. Term
This Agreement shall be effective upon the signature of the Member and the receipt of the membership fee and continue in effect for one year (365 days), unless terminated earlier in accordance with the termination section of the Agreement.
3. Definitions
For the purposes of this Agreement, the following definitions apply:
“Approved Mark” means the form and manner of the use of the Program Name or Program Logo as submitted by the Member and approved by the Department.
“Program Logo” shall mean the Choose Iowa logo as included and defined by Attachment A.
“Program Name” shall mean the Choose Iowa name or Choose Iowa in conjunction with any individual or combination of the words program, promotion or marketing.
“Qualifying Product” means a product that meets or exceeds the requirements as defined in 21 IAC §52.2.
Terms used but not otherwise defined herein shall be as defined in Iowa Code chapter 159 and 21 IAC chapter 52.
4. Program Products Standards
Only products meeting the requirements of a Qualifying Product are eligible to be included in the Program, on the Program website or have the Program Name or Logo attached to the product. The Department has the sole authority to determine whether a product is a Qualifying Product. Product guidelines include:
- Fresh produce and commodities must be 100 percent grown or raised in Iowa.
- Meat and meat products must be derived from animals born, raised, and finished in Iowa. Slaughter and processing must take place within the state of Iowa and in a state or federally inspected plant.
- Dairy products must be derived from animals in Iowa. Processing must take place within the state of Iowa in a state-inspected plant.
- Eggs must be derived from animals in Iowa.
- Apicultural products produced by honeybees (including honey, wax, pollen, and propolis) must be 100 percent of Iowa origin. Honey products must utilize honey that is 100 percent of Iowa origin.
- Beer or cider must be produced in Iowa and contain at least one Iowa agricultural product, such as Iowa malt, hops, apple, corn, or soluble remnant, excluding water.
- Wine must contain a minimum of 75 percent Iowa grapes.
- Spirits must be distilled in Iowa and contain at least one Iowa agricultural product, excluding water.
5. Member Fees
The membership fee is $100. The Member shall remit the membership fee within 15 business days of the Member signing this Agreement. Member acknowledges that this Agreement is only effective upon the execution of this Agreement and the receipt of the membership fee by the Department. Failure to remit membership fee within 15 business days will require the Member to sign the agreement anew.
6. Program Standards
The Member agrees that only Qualifying Products may be included, listed or otherwise promoted on the Member’s Program website profile. Additionally, the Approved Mark may only be placed, included or otherwise used to promote Qualifying Products. The Member agrees that by placing the Approved Mark on a product or including the product on the Member profile, that the Member is certifying that the product is a Qualifying Product.
Member agrees that it will not act or fail to act in such a way as may reasonably diminish or negatively impact the image of the Program, the Department, the Program Name or Logo.
7. Member Website Profile
Member understands and agrees that the Department intends to publish the information Member provides and includes on its member profile to the public, in print or electronic forms including but not limited to directories, websites, or social media to in furtherance of promotion of the Program.
Member agrees that the Department shall have the right and ability to review, revise, edit or delete any information contained on the Member’s Program website profile that the Department in its sole discretion determines to be inaccurate, misleading or otherwise does not support the image against the standards of the Program.
8. LICENSING OF PROGRAM LOGO
Ownership of Logo
The Member agrees that the Department is the sole and exclusive owner of the Program Name, Program Logo and any Approved Marks. The Member shall not acquire and shall not claim any right, title, or interest in the Program Name, Logo or Approved Mark, except the right to use the Approved Mark in accordance with the terms of this Agreement.
Member agrees that it will take no action inconsistent with such ownership and that its use of the Approved Mark shall inure to the benefit of the Department. Member agrees that it will not use or incorporate the Approved Mark into its business or corporate name, nor attempt to register any trademark or mark that incorporates the Program Name or Logo or any mark or name that is confusingly similar.
The Department reserves the sole right and discretion to bring any action for infringement or dilution of the Program Name or Logo, unfair competition or like actions.
Fees
The Member is allowed the use of the Program Name or Logo in compliance with this Agreement without the payment of any additional fees beyond the annual membership fee.
License
The Department hereby grants the Member a limited, non-exclusive, non-transferable license for the use of the Program Name or Logo through the Approved Mark in accordance with this Agreement.
Use of Logo, Department Approval
Member must submit a sample proof of each proposed label, flyer or other use of the Program Name or Logo to the Department for use as an Approved Mark and receive Department approval prior to use. Proofs can be submitted to IDALS at media@ChooseIowa.com and must be submitted on a form approved by the Department. The Member must include how the Approved Mark will be used in form and manner. Member must submit the proof at least 5 working days prior to intended use. The Department shall provide written notice of the approval or disapproval of the proof as an Approved Mark to the Member. Member shall not use the Member Mark, Program Name or Logo prior to the approval of the proof.
Member should review Choose Iowa Brand Standards available online at the ChooseIowa.com for guidance on the use of the Program Name or Logo before submitting a sample proof.
Member shall only use the Approved Mark in the exact form and manner as approved by the Department. Any deviations from the approved use will require the Member to resubmit a sample proof to the Department. Deviations include any modification to the shape, color, appearance, text, font, spacing, or other aspects or additions to the Approved Mark. Resizing of the Approved Mark is acceptable.
Licensing Limitations
Member shall not use the Approved Mark in a manner which deceptive, misleading, inaccurate, likely to cause consumer confusion, constitutes unfair competition, or is otherwise adverse or inconsistent with the image of the Program in the sole opinion of the Department.
The use of the Approved Mark does not provide any express or implied guarantee or warranty concerning the safety, fitness, merchantability, or use of a product. The Approved Mark also does not replace, supersede or revise any state or federal labeling requirements, nor indicate the grade, specification, standard, or value of any food item. Member expressly acknowledges that use of the Approved Mark does not indicate or suggest endorsement or sponsorship of the Member’s products by the Department.
Sharing of Logo
Member shall not allow another person to use the Approved Mark in a way that is visible to the public unless that person has received prior written approval by the Department. This shall include providing the Approved Mark to any media outside of the Member’s personal social media platforms that are directly controlled by the Member.
9. Department Review/Compliance
The department may enter upon the premises of any Member to examine any records or materials necessary to ensure compliance with Program requirements and this Agreement. The Department may annually perform random compliance inspections. Upon request of the Department, a member shall provide samples of the labels, packaging, merchandising, and promotional materials featuring the Approved Mark.
10. Headings or Captions
Headings or captions contained in this Agreement are included only for convenience of reference and do not define, limit, explain or modify this Agreement or its interpretation, instruction or meanings and are in no way intended to be construed as part of this Agreement.
11. Notices
Any notices required by this Agreement shall be given to the party’s Point of Contact, unless otherwise specified. Notice may be given by email, if acknowledged by the receiving party, by regular mail, or by telephone, if acknowledged by the receiving party.
12. Non-Exclusive Rights
This Agreement is not exclusive. The Department reserves the right to enter into other similar agreements and allow the use of the Program Name and Logo by other persons.
13. Indemnification
Member shall indemnify and hold harmless the Department, its employees, agents or representatives, and the State of Iowa from all claims, demands, actions or causes of actions, arising out of or in any way connected to, this Agreement and shall be responsible for all attorney fees, costs and expenses incurred by the Department, its employees, agents or representatives and the State of Iowa, except to the extent caused by the State of Iowa.
14. Third Party Beneficiaries
There are no third-party beneficiaries to this Agreement. This Agreement is intended only to benefit the State of Iowa, the Department and the Member.
15. Integration
This Agreement represents the entire Agreement between the parties. The parties shall not rely on any representation that may have been made which is not included in this Agreement.
16. Incorporation of Documents
In the event of conflict between the Agreement and applicable laws, regulations, or orders of any competent authority having jurisdiction or in the event of any conflict between such applicable laws or regulations or orders, the most stringent or legally binding requirement shall govern and be considered as a part of this Agreement in order to afford the Department the maximum benefits thereof.
17. Severability
In the event any term or condition of this Agreement is found to be prohibited by law, the remaining terms and conditions shall remain in full force and effect.
18. Not a Joint Venture
Nothing in this Agreement shall be construed as creating or constituting the relationship of a partnership, joint venture, agent and principal relationship or other association of any kind between the Parties. Each Party shall be deemed to be an independent contractor contracting for services and acting toward the mutual benefits expected to be derived from this Agreement. No Party, unless otherwise specifically provided for herein, has the authority to enter into any contract or create any obligation or liability on behalf of, in the name of, or binding upon another Party to this Agreement.
19. Assignment and Delegation
This Agreement may not be assigned, transferred or conveyed in whole or in part without the prior written consent of the other party. For the purpose of construing this clause, a transfer of a controlling interest in the Member shall be considered an assignment.
20. Limitation of Liability
The Member expressly acknowledges that the Program is subject to legislative change by either the federal or state government. Should either legislative body enact measures which alter the Program, the Member shall not hold the Department liable in any manner for the resulting changes. The Department shall use best efforts to provide thirty (30) days’ written notice to the Member of any legislative change. During the thirty (30)-day period, the parties shall meet and make a good faith effort to agree upon changes to the Agreement to address the legislative change. Nothing in this section shall affect or impair the Department’s right to terminate the Agreement pursuant to the termination provisions.
21. Choice of Law and Forum
The laws of the State of Iowa shall govern and determine all matters arising out of or in connection with this Agreement without regard to the conflict of law provisions of Iowa law. Any and all litigation commenced in connection with this Agreement shall be brought and maintained solely in Polk County District Court for the State of Iowa, Des Moines, Iowa, or in the United States District Court for the Southern District of Iowa, Central Division, Des Moines, Iowa, wherever jurisdiction is appropriate. This provision shall not be construed as waiving any immunity to suit or liability including without limitation sovereign immunity in State or Federal court, which may be available to the Department or the State of Iowa.
22. Public Record
The Member acknowledges that information contained within this Agreement and within the Program or Program website may be disclosed as a public record and will not receive confidential protection unless protected by the obligations set forth in Iowa Code chapter 22. The Department reserves the right to make any media releases or other public announcements relating to or referring to Member, this Agreement, or information otherwise provided within the Program without the Member’s prior written consent.
23. Amendment Clause
This agreement may be amended in writing from time to time by mutual consent of the parties. All amendments to this agreement must be in writing and fully executed by the parties.
24. Authorization
Member represents and warrants that it has the right, power and authority to enter into and perform its obligations under this Agreement. Member further represents and warrants that it has taken all requisite action (corporate, statutory or otherwise) to approve execution, delivery and performance of this Agreement, and this Agreement constitutes a legal, valid and binding obligation upon itself in accordance with its terms.
25. Performance and Future Awards
In awarding future funding or Program grants, the Department in its sole discretion may consider Member's success or failure, in whole or in part under this Agreement in complying with Agreement terms.
26. Termination
Termination Upon Notice
Following thirty (30) calendar days’ written notice, the Department may terminate this Agreement in whole or in part without the payment of any penalty or incurring any further obligation to the Member.
Termination Due to Lack of Funds or Change in Law
Notwithstanding anything in this Agreement to the contrary, and subject to the limitations set forth below, the Department shall have the right to terminate this Agreement without penalty and without any advance notice as a result of any of the following:
- The legislature or governor fail in the sole opinion of the Department to appropriate funds sufficient to allow the Department to either meet its obligations under this Agreement or to operate as required and to fulfill its obligations under this Agreement; or
- If funds are de-appropriated, reduced, not allocated, or receipt of funds is delayed, or if any funds or revenues needed by the Department to make any payment hereunder are insufficient or unavailable for any other reason as determined by the Department in its sole discretion; or
- If the Department’s authorization to conduct its business or engage in activities or operations related to the subject matter of this Agreement is withdrawn or materially altered or modified; or
- If the Department’s duties, programs or responsibilities are modified or materially altered; or
- If there is a decision of any court, administrative law judge or an arbitration panel or any law, rule, regulation or order is enacted, promulgated or issued that materially or adversely affects the Department’s ability to fulfill any of its obligations under this Agreement. The Department shall provide Member with written notice of termination pursuant to this section.
Immediate Termination by the State
In addition, the Department may terminate this Agreement effective immediately without penalty and without advance notice or opportunity to cure for any of the following reasons:
- No longer meets the qualifications for membership;
- The Member furnished any statement, representation or certification in connection with the Agreement, which is materially false, deceptive, incorrect or incomplete.
- Member terminates or suspends its business,
- Member’s corporate existence or good standing in Iowa is suspended, terminated, revoked or forfeited, or any license or certification held by Member related to Member’s performance under this Agreement is suspended, terminated, revoked, or forfeited,
- The Department finds that the Member has violated any applicable statute or rule;
- The State determines that the actions, or failure to act, of the Member, its agents, employees or subcontractors have caused, or reasonably could cause, a person’s life, health or safety to be jeopardized,
- Violates any agreement between the department and the member company, including but not limited to any Program Grant agreements; or
- Acts in a manner that may damage the reputation of the program in the sole discretion of the Department.
Attachment A
Program Logo
☑ I have read and agree to the above terms and conditions.