REQUEST SUBMISSION AGREEMENT

ATTENTION: PLEASE READ THIS AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE SUBMITTING YOUR REQUEST.  THE INDIVIDUAL OR ENTITY SUBMITTING THE REQUEST (“YOU") AGREES TO BE BOUND BY THE TERMS OF THIS SUBMISSION AGREEMENT AND THE LICENSES CONDITIONALLY GRANTED HEREUNDER.  BY CLICKING “I AGREE,” YOU ACCEPT THE TERMS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK “I DO NOT AGREE,” OR CLOSE YOUR BROWSER WITHOUT SUBMITTING YOUR REQUEST.  PLEASE PRINT A COPY OF THIS REQUEST SUBMISSION AGREEMENT FOR YOUR RECORDS.  KCS ENCOURAGES YOU TO SEEK THE ADVICE OF COUNSEL PRIOR TO CLICKING “I AGREE.”  THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

You have submitted a request (the “Request”) to use intellectual property belonging to Kansas City Southern and/or its affiliates, including The Kansas City Southern Railway Company (collectively, “KCS”), such as the trademark KANSAS CITY SOUTHERN, the KCS logo, images owned or displayed by KCS, or other intellectual property (collectively, “KCS IP”).  KCS reserves the right, in its sole discretion, to reject or approve the Request.  If KCS rejects the Request, KCS has no obligation to provide an explanation or reasons for its rejection.   KCS does not and cannot guarantee that the Request will be evaluated within any particular length of time after submission, or that KCS will either approve or reject the Request within any particular length of time.  KCS will, however, endeavor to evaluate all Requests promptly, as its resources allow. 

Minors (persons under the age of 18 years) may not submit Requests.  Once submitted, the Request becomes the sole property of KCS, and KCS may use, reproduce, alter, distribute, display, perform, modify and prepare derivative works of the Request.  You agree that you will not submit any personally sensitive information in the Request, such as a social security number, credit card number, bank account number, or date of birth.  KCS cannot guarantee that the Request will be treated as confidential or that the Request will be subject to any security procedures.  You agree to defend, indemnify and hold harmless KCS and its affiliates from any claims, losses, liabilities, judgments and demands arising out of the submission of the Request. 

If KCS does approve the Request, then your use of the KCS IP  is subject to the following terms and conditions:

1.License.

KCS grants to You, and only You, a limited, personal, non-exclusive, non-transferable license to make use of the KCS IP only: 1) as described in the Request; or 2) if KCS specified in its response to the Request (the “KCS Response”) that your use of the KCS IP is limited to activity other than as described in the Request, then to make use of the KCS IP as described in the KCS Response.  You may not make any other use of the KCS IP other than that described in the Request or the KCS Response, as applicable.  You acknowledge and agree that KCS has relied on the information you provided in the Request in determining whether to approve or reject the Request, and that if the Request contains any or false or misleading information, or if any relevant information is omitted from the Request, then the license granted above is void from the beginning and of no effect, and that your use of the KCS IP may constitute infringement of KCS’s intellectual property or other rights.   

2.Restrictions.

1.Notwithstanding anything in the Request or the KCS Response to the contrary, You may not use the KCS IP in connection with any of the following:

a)Any product or service that competes with KCS, either directly or indirectly;
b)Any product or service that competes with any exclusive licensee of KCS, either directly or indirectly;
c)Any website, printed matter, audiovisual work or other medium that criticizes or disparages KCS, or otherwise has a tendency to injure the reputation of KCS;
d)Any product, service, website, printed matter, audiovisual work or other medium that promotes, describes or endorses activity or behavior that is unlawful;
e)Any product, service, website, printed matter, audiovisual work or other medium that promotes, describes or endorses activity or behavior that, if performed, would constitute a safety hazard; 
f)Any product, service, website, printed matter, audiovisual work or other medium that promotes, describes or endorses activity, behavior, or beliefs that can reasonably be deemed offensive to any group of persons, including without limitation activity, behavior, or beliefs related to race, religion, ethnicity, sexual orientation, disability or age; or
g) Any statement, speech, graphic, audiovisual or textual work that is obscene, defamatory, or slanderous.

2.By approving the Request, KCS makes no representations that it has monitored or will monitor Your use of the KCS IP to ensure compliance with the foregoing, and no failure by KCS to discover any such use will be deemed to be an “unreasonable” or “inequitable” delay, or to constitute laches.
3.Your Request or the KCS Response, as applicable, may provide for Your use of the KCS IP in connection with a product or service which will incorporate or bear the KCS IP (“Licensed Products or Services”).  You agree that any Licensed Products or Services will be of the highest standards of quality, consistent with KCS’s reputation.  You will manufacture, advertise and distribute any Licensed Product or Service in accordance with all applicable national, state, international and local laws, regulations, and ordinances.
4.To ensure that the development, manufacture, appearance, quality, and distribution of any Licensed Product or Service comports with the good will associated with KCS’s reputation, copyrights, and trademarks, KCS shall have the right to inspect any Licensed Product or Service, and the facilities in which the Licensed Product or Service is manufactured or provided, and any and all packaging, advertising, literature, publicity, promotion, and displays for the Licensed Products or Services (“Promotional Materials”).  KCS will provide reasonable notice to You of any such inspection.  You will allow KCS reasonable access to any premises necessary for KCS to carry out the inspections described herein.
5.You will include in every medium in which the KCS IP appears, and on any Licensed Product or Service, a prominent legend that reads substantially as follows: “Kansas City Southern” and related marks, text and images are the exclusive copyrights and/or trademarks of Kansas City Southern.  All rights reserved. 
6.You acknowledge and agree that KCS shall retain all right, title, and interest in and to all KCS IP, as well as all additions, modifications, and derivations thereto (collectively, the “Intellectual Property”).  Nothing in this Agreement shall confer upon You any rights in the Intellectual Property not expressly granted herein.  To the extent that You can be deemed to be the creator, author, or owner of any Intellectual Property, You agree to execute all documents necessary to vest ownership of same in KCS.  You appoint KCS Your attorney in fact to execute such documents.  This power is coupled with an interest and is therefore irrevocable.
7.You agree that Your use of the KCS IP and all associated trademarks, logos, or other symbols or source identifiers (collectively, the “Marks”) inures to the benefit of KCS and that You shall not acquire any rights in the Marks.  You recognize the value of the good will associated with the Marks and that such good will belongs exclusively to KCS.   
8.You acknowledge KCS’s ownership of the Marks and the Intellectual Property and agree not to directly or indirectly challenge, question, or assist any other person in challenging or questioning either KCS’s ownership or the validity of any of the Marks or Intellectual Property.  You acknowledge that the Marks are famous and have acquired secondary meaning.  KCS, however, makes no representation or warranty with respect to the validity of any trademark or copyright which may issue or be granted with respect to the Marks or the Intellectual Property.
9.You agree not to attempt to register in Your own name any of the Marks or Intellectual Property, or any trade names belonging to KCS or any term or symbol confusingly or deceptively similar therewith.  You further agree to report to KCS any known or suspected acts of infringement, counterfeiting, palming off, or mark dilution.
10.You hereby grant to KCS a non-exclusive, irrevocable, royalty-free, worldwide, perpetual license to use, reproduce, modify, perform, display, distribute, and prepare derivatives of any Licensed Product or Service for KCS’s use, so long as KCS does not directly profit from the sale or distribution of the Licensed Product or Service. 

3.Termination.

This Agreement and the License granted hereunder is effective until terminated.  This Agreement and the License granted hereunder will terminate immediately without notice from KCS if You fail to comply with any of the provisions of this Agreement.  Any use of the KCS IP after such termination will exceed the scope of the License granted hereunder and may constitute infringement of KCS’s intellectual property or other rights.  Upon termination of this Agreement, You must destroy or submit to KCS any and all tangible or intangible copies of the KCS IP, including any Licensed Products or Services and any Promotional Materials bearing any KCS IP.  You may terminate this Agreement at any time by providing notice to KCS as provided herein.  Your termination of this Agreement does not terminate the license granted in section 2.10 above.

4.DISCLAIMER OF WARRANTIES.

THE KCS IP IS PROVIDED AS IS, WHERE IS, AND NEITHER KCS NOR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR REPRESENTATIVES (THE “KCS PARTIES”) MAKES ANY REPRESENTATIONS OR WARRANTIES CONCERNING THE KCS IP, INCLUDING ANY WARRANTIES OF TITLE.  KCS UNDERTAKES NO RESPONSIBILITY FOR INDEMNIFYING YOU OR ANYONE AFFILIATED WITH YOU, INCLUDING ANY USERS OF ANY PRODUCTS OR SERVICES IN CONNECTION WITH WHICH YOU USE THE KCS IP, AGAINST ANY LOSSES, INJURY CLAIMS, LIABILITIES, DEMANDS OR JUDGMENTS ARISING OUT OF YOUR USE OF THE KCS IP.  TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE KCS PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE KCS IP, INCLUDING (BUT NOT LIMITED TO), IMPLIED WARRANTIES OF MERCHANTABILITY, CLEAR TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.  KCS CANNOT GUARANTEE THAT IT OWNS ALL RIGHTS NECESSARY TO GRANT THE LICENSE DESCRIBED HEREIN.  YOU ASSUME ALL RISK AS TO THE SUITABILITY, QUALITY, AND PERFORMANCE OF THE KCS IP FOR THE USES OUTLINED IN THE REQUEST OR THE KCS RESPONSE, AS APPLICABLE.  IN NO EVENT WILL ANY KCS PARTY BE LIABLE TO YOU OR ANYONE AFFILIATED WITH YOU, INCLUDING USERS OF ANY PRODUCTS OR SERVICES IN CONNECTION WITH WHICH YOU USE THE KCS IP, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, INJURY TO PERSONS OR PROPERTY, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF THE KCS IP, EVEN IF KCS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow limiting implied warranties or liability for incidental or consequential damages, and some have consumer protection laws which may supersede the above limitations.  As a result, these limitations may not apply to you.

5.Indemnification

You hereby agree to defend, indemnify and hold each and every one of the KCS Parties harmless against all liability, cost, loss, expense (including reasonable attorneys’ fees), or damages paid, incurred, or occasioned by any claim, demand, suit, settlement, or recovery against any KCS Party,  arising out of Your breach or claimed breach of this Agreement; the use of the KCS IP and/ or Licensed Products or Services by You or any third party; the manufacture, distribution, advertisement or sale of Licensed Products or Services; and for any alleged defects in the Licensed Products or Services.  You hereby consent to submit to the personal jurisdiction of any court, tribunal, or forum in which an action or proceeding is brought involving a claim to which this foregoing indemnification shall apply.

6.KCS’s remedies upon breach.

If You breach this Agreement, including by exceeding the scope of the License granted herein, KCS will be entitled to pursue all remedies available to it at law and/or equity.  Without limiting the foregoing, You agree that any use different from that described in the Request or the KCS Response, as applicable, will exceed the scope of the License granted herein and will therefore constitute a material breach of this Agreement.  KCS may elect to pursue any damages available to it, including without limitation, statutory damages under the Copyright Act, enhanced damages under the Lanham Act, punitive damages, restitution, or any other measure of damages and other relief available to KCS at law or equity.  In any action brought by KCS to enforce the terms of this Agreement or seek remedies for its breach, including Your exceeding the scope of the License granted herein, KCS will be entitled to receive all attorneys’ fees and costs incurred in any such action.  You acknowledge that Your exceeding the scope of the License granted herein will irreparably harm KCS, and that monetary damages arising from such a breach would be difficult to calculate.  KCS is, therefore, entitled to bring an action for temporary, preliminary, or permanent injunctive relief to prevent or stop any breach or threatened breach of this Agreement that involves exceeding the scope of the License granted hereunder, without need for posting of bond or other security.

7.Arbitration

Any dispute, controversy or claim arising out of or relating to this Agreement (including, but not limited to, any dispute relating to the existence, interpretation, breach or termination hereof or thereof) shall be finally resolved by arbitration in accordance with the Rules of the American Arbitration Association (or if applicable, the International Rules of the American Arbitration Association).
Unless otherwise agreed by the parties hereto, the arbitral panel shall consist of three (3) arbitrators, one to be appointed by each party hereto and the third to be appointed by the two arbitrators appointed by the parties hereto.  In the event that a party fails to appoint an arbitrator within fifteen (15) calendar days after any such dispute, controversy or claim has been referred to arbitration hereunder, then, in such event, the other party may request the American Arbitration Association to appoint an arbitrator for the party failing to make such appointment.  In the event that the third arbitrator has not been appointed within thirty (30) calendar days after any such dispute, controversy, or claim has been referred to arbitration hereunder, then, in such event, either party hereto may request the American Arbitration Association to appoint such third arbitrator.
Procedures. The arbitration proceedings, all documents submitted therein, and the award of the arbitral panel shall be in the English language.  The arbitration proceedings shall be held in Kansas City, Missouri, United States of America.  The arbitral panel shall apply such rules of procedure as it thinks appropriate in the circumstances; provided, however, that both parties hereto shall be entitled to representation by counsel, to appear and present written and oral evidence and argument and to cross-examine witnesses presented by the other party.  The arbitral panel shall not have or exercise the powers of an amiable compositor.  The arbitral award shall be in writing and the arbitral panel shall provide written reasons for its award.  The award of the arbitral panel shall be final and binding upon the parties hereto.
The fees, costs, and charges of the arbitration process, including attorney’s fees, shall be awarded by the arbitral panel among the parties in such amounts as may seem appropriate to such panel.

8.General.

This Agreement will be governed by and construed in accordance with the laws of the State of Missouri.  This Agreement shall be executed in English only, and American English shall be the governing language of this Agreement and all documents related hereto and of all transactions between the parties hereto. 

KCS may assign or otherwise transfer this Agreement to any party without consent from or notification to You, and any such transferee may assume this Agreement without consent from or notification to You.  This Agreement shall be binding on and inure to the benefit of KCS and You and our successors, permitted assigns, and legal representatives.  This Agreement and the License granted herein are personal to You, and You may not transfer this Agreement in whole or in part without the written consent of KCS, which consent may be withheld in KCS’s sole discretion. 

Nothing in this agreement shall be construed as creating an employment, joint venture, partnership, franchise, or agency relationship between You and KCS.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable to any extent under applicable law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.

Any notices or other communications to be sent to KCS must be sent by a reputable overnight courier (such as Federal Express), shipping charges prepaid, to the following address: Kansas City Southern, Attention Legal Department, 427 W. 12th Street, Kansas City, Missouri, 64105.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and all prior proposals, agreements, representations, statements and undertakings are hereby expressly cancelled and superseded. This Agreement may not be changed or amended except by a written instrument executed by a duly authorized officer of KCS.

9.International Use

If Your use of the KCS IP will be use in a country other than the United States (such as by distributing Licensed Products or Services outside the United States, or using the KCS IP on a website other than a U.S.-based website), then the following applies to You:

1.No Government Affiliation.  You certify that neither You, nor any of Your directors, officers, employees, or agents is an official, agent or employee of any government or governmental agency or political party or a candidate for political office in any country or jurisdiction.  You shall promptly notify KCS of the occurrence of any event that would or may result in an exception to the foregoing certification. 
2.Competition on the Merits.  You shall not, directly or indirectly, in the name, on behalf, or for the benefit, of KCS, offer, promise or authorize to pay, or pay any compensation, or give anything of value, to any official, agent, or employee of any government or governmental agency, or to any political party or officer, employee or agent thereof.  In addition, You shall require each of Your directors, officers, employees, and agents to comply with the provisions of this section.
3.You shall not engage in any course of conduct that, in KCS’s belief, would cause KCS to be in violation of the laws of any jurisdiction, including, but not limited to, the U.S. Foreign Corrupt Practices Act, the U.S. PATRIOT Act, the U.S. export control laws, and the U.S. anti-boycott laws.
4.Import Licenses.  At Your sole expense, You shall obtain any and all import licenses and governmental approvals that may be necessary to permit the sale or other distribution or advertisement of Licensed Products and Services, comply with all registration requirements in all countries or jurisdictions, and comply with any and all governmental laws, regulations, and orders that may be applicable to You by reason of this Agreement or Your fulfillment of Your obligations hereunder, including any and all applicable laws, regulations and orders that relate to prohibitions on boycotts, or to unfair competition or trade practices generally, or that otherwise govern or affect the ordering, export, shipment, import, sale (including government procurement), distribution, advertisement, delivery or redelivery of Licensed Products and Services. 
5.No Permanent Establishment.  You shall to take no action that could confer on KCS “permanent establishment” or equivalent status (as defined in any applicable income tax treaty) in any country or jurisdiction or otherwise subject KCS to taxation in any country or political subdivision.
6.Service of Process.  You irrevocably and unconditionally consent to service of process upon You in any proceeding brought to obtain interim injunctive relief pursuant to the terms hereof or any proceeding brought to recognize and enforce an arbitral award hereunder, by mailing copies of any notice or pleadings thereof by registered international airmail, recognized international courier, or international express mail, postage prepaid, return receipt requested, to it at its address specified herein.  The foregoing shall not limit the right of KCS to serve process in any other manner permitted by applicable law and shall not limit the ability of KCS to bring any such proceeding or to obtain execution of any judgment rendered in any such proceeding in any other jurisdiction in which You or any of Your property or assets may be found.
7.Jurisdiction.  You specifically waive any claim or right You may have by statute, treaty, or law to contest the jurisdiction or venue of any United States state or federal court in any action or proceeding, for interim relief or to enforce an arbitral award, instituted by KCS pursuant to this Agreement, including, but not limited to, any claim that might be asserted under the Foreign Sovereign Immunities Act of the United States, the Hague Convention on the Service Abroad of Judicial and Extra-judicial Documents in Civil or Commercial Matters, and the Hague Convention on the Taking of Evidence Abroad in Civil or Commercial Matters. You specifically waive any claim of forum non conveniens and specifically consent to venue in the United States District Court for the Western District of Missouri for any actions instituted pursuant to the terms hereof.

10.Acknowledgment.

BY CLICKING “I AGREE” AND SUBMITTING THE REQUEST, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. Should You have any questions concerning this Agreement, contact KCS at the address set forth above.