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Marks & Logo Usage
Before granting permission to download, copy, reproduce, republish, upload, post, frame, hyperlink to, transmit, or distribute Abercrombie & Kent USA, LLC (referred to in this Marks & Logo Usage agreement as "A&K") trademarks, logos, data, text, pricing, software, photographs, graphics, images, videos, illustrations, designs, icons, related documentation and content (referred to collectively in this Marks & Logo Usage agreement as the "Marks") from the www.abercrombiekent.com, aksundowner.com, akbrochures.com, aktravel.com, aandk.com, aandktours.com, akmarcopolo.com, akextremeadventures.com, ak-connections.com and/or any Web site (referred to as the "Site") owned, operated, licensed or controlled by A&K, or before you begin to use the Marks, we need to establish what you can expect from A&K, and what we expect from You (the "undersigned").
If You agree to these terms following your review of them, please download and print a copy of the usage agreement form, complete the contact information, sign in the space provided, and return the original to A&K at the address provided on the form. If You do not agree to these terms, You may not download or use any Marks.
Usage Agreement Terms
You acknowledge by your access to your Web site and acceptance of this Agreement that You are an authorized representative of your company and its products and services.
Use and Quality Standards
A&K authorizes You to use the Marks as presented on the Site, and the associated goodwill, in connection with your promotion and distribution of the A&K products and services. You may not alter or sell any Marks or grant any other person or entity any right to use the Marks, unless otherwise agreed to by A&K. You agree that your use of all of the Marks will conform to the quality standards set by and under the control of A&K. A&K discourages rebating and other forms of price discounting. By using any Marks, You agree not to advertise or promote A&K products or services at less than published rates. If there is a violation, and You do not follow the guidelines specified in this agreement, A&K reserves the right to take legal action in the interest of protecting the integrity of the A&K brand.
From time to time, the Marks posted by A&K on the Site may be updated by A&K without notice. You agree to use the most current version of the Marks available on the Site. You agree to check the Marks on the Site regularly for changes or discontinuance of any Mark, but in no event less frequently than monthly. Prior to your use of any Mark, You agree to submit a specimen of the proposed use of the Mark to A&K for approval. You agree to discontinue the use of any Mark that A&K deems inappropriate.
You acknowledge that, as between You and A&K, A&K owns all right, title and interest in and to the Marks and their associated goodwill. You further acknowledge that the Marks have acquired secondary meaning in the minds of the public. You receive no rights to the Marks, express or implied, except the limited use rights of this Agreement. You will not register, directly or indirectly, any trademark, service mark, trade name, company name, Internet domain name or other proprietary or commercial right that is identical or confusingly similar to the Marks or that constitute translations thereof. Upon A&K's request, You will execute the instruments that may be appropriate to register, maintain or renew the registration of the Marks in A&K's name within the territory You are authorized to distribute the A&K products and services.
You will immediately notify A&K if You learn (i) of any potential or actual infringement of the Marks by a third party or (ii) that the use of the Marks may infringe the proprietary rights of a third party. A&K will determine the steps to be taken under these circumstances. You agree to (i) provide A&K with the assistance that A&K may reasonably request and (ii) take no steps on its own without A&K's prior approval.
Warranty; Disclaimer of Warranty
The Marks are provided on an "as is" basis. All warranties or conditions with respect to the Marks, including, but not limited to, any implied warranties of merchantability, fitness for particular purpose, satisfactory quality, are hereby overridden, excluded and disclaimed. Under no circumstances will A&K be liable for any consequential, indirect, special or incidental damages or losses, whether foreseeable or unforeseeable, based on your claims or those of your dealers or customers (including claims for loss of goodwill, profit, use of money, stoppage of work or other impairment of assets), arising out of breach or failure of warranty, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise, even if advised of the possibility of such damages. In no event shall A&K's total liability for all damages, losses and causes of action, whether in contract, tort (including, but not limited to, negligence) or otherwise exceed the amount paid by you to A&K, if any, for the use of the marks.
Compliance with Law
You will take all reasonable steps to ensure that your use of the Marks complies with all applicable laws and regulations where You promote and distribute the A&K products and services.
You agree to defend, indemnify and hold A&K and its subsidiaries, affiliates, agents, employees, officers, shareholders and directors (referred to in this Marks & Logo Usage agreement as "Indemnified Parties") harmless from and against any liability, loss, damage, demand, claim, cost, judgment, award, interest, penalty and expense resulting from, based upon, arising out of or relating to any claims, suits, actions, charges or proceedings brought against the Indemnified Parties arising from any third-party claim that your use of the Marks infringes or violates the intellectual property rights or other proprietary rights of a third-party.
Your rights to use the Marks will terminate immediately and without notice if (i) you fail to cure any breach of this Agreement within thirty (30) days of A&K's or its affiliates' notice or (ii) you cease to be an authorized distributor of A&K products and services for any reason. Upon termination, You will (i) cease all use of the Marks and (ii) destroy or return to A&K, at A&K's option, any items bearing a Mark. You further agree that (i) all goodwill associated with the Mark has and will inure to the benefit of A&K and (ii) You will not be entitled to any compensation or other payment upon termination of this Agreement for any reason.
This Agreement, and the distribution agreement that You may have with A&K or its affiliates states the entire agreement between us with respect to the Marks and overrides all prior statements, terms and representations. In the event of any conflict between Your distribution agreement and this Agreement, this Agreement will prevail. If any provision of this Agreement is declared unenforceable, it will be severed, and the remainder of the Agreement will continue in full force and effect. This Agreement is governed by the laws of the State of Illinois, U.S.A, excluding its conflict of laws, and may be modified or supplemented only in writing signed by both parties.