Schawk Marketing Asset Licensing Agreement
BY USING OR ACCESSING THE http://assets.infinitysuite.com/ WEBSITE ("Website") AND THE TEXT, GRAPHICS, LOGOS, ICONS, IMAGES, AUDIO CLIPS, SOFTWARE, AND OTHER CONTENT (collectively "Content"), YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
This agreement ("Agreement") is between you and Schawk Inc. (Canada). If you do not agree with the terms and conditions of this Agreement, do not use or access the Website and the Content.
The Website is to be used solely by:
(i) employees of Schawk and its subsidiaries, as well as employees of other companies which control Schawk, are controlled by Schawk, or under common control with Schawk ("Schawk Employees"); and
(ii) employees of those customers or partners of Schawk to whom Schawk has explicitly granted access to the Website ("External Users").
If you are an External User and are using the Website on your employer's behalf this Agreement is between Schawk and your employer.
Modification of Terms
You agree that Schawk may modify or replace all or any part of this Agreement at any time. Any such modification shall be effective as of the time of posting. If you do not agree with the modified terms, do not use or access the Website.
This Website is only accessible by registration and acceptance by Schawk. The registration can be revoked at any time and without notice. The use of the Content available on this Website is intended to facilitate the creation and use of packaging materials by Schawk Employees and External Users. The Content, including without limitation, any images available on the Website is not to be manipulated or modified in any way whatsoever. The use of the Content, including without limitation any images available on the Website, to promote any item or product that is not a Schawk product or is not approved in writing by Schawk is strictly prohibited. The Content, including without limitation any images available on the Website, is not to be used for promotion of any company or entity not directly owned by Schawk, unless you obtain the prior written approval of Schawk for such promotion.
Access to Website
Access to this Website is provided only to those users authorized by Schawk, acting in its sole discretion. Schawk may revoke such authorization at any time and without notice. You shall not assign, share or transfer to third parties your access to the Website. You shall not and shall not assist or counsel others to:
(i) employ software or any other device to "crawl", "scrape" or monitor the site; and
(ii) violate or bypass security or other measures intended to limit access to the Website.
You shall limit access to the Content to those having a bona fide need to facilitate the production or creation of authorized uses of the Content.
This Agreement shall be interpreted and enforced in accordance with the laws of the Province of New Brunswick without regard to the conflict of law principles applicable therein. You agree to submit to the exclusive jurisdiction of the courts of New Brunswick and the Federal Court of Canada in connection with any claims or disputes whatsoever arising under this Agreement.
All Content, including its compilation, arrangement, and assembly, is the property of Schawk (or those parties who license content to Schawk) and is protected by Canadian and international intellectual property laws, including without limitation copyright laws.
The Content on this Website may be used solely as a resource to facilitate the production of packaging material. You may also use the Content in brochures and sell sheets selling the exact product depicted in the photo, provided such use is approved by Schawk. Any other uses, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the Content on this Website is strictly prohibited. No express or implied license is granted for any other use of the Content. For greater certainty, any permission to display an image of a Schawk trademark does not constitute a grant of a trademark license in such mark.
1. Schawk owns, or uses under license, various trademarks that are widely recognized in association with Schawk's high quality products and services (hereafter "Schawk Trademarks"). To maintain the immense value of the Schawk Trademarks and the legal rights, which accompany them, Schawk must ensure the correct use and display of the Schawk Trademarks.
2. In order to preserve Schawk's quality reputation and the value of the Schawk Trademarks, Schawk requires that you do not: (a) use any Schawk Trademark in any manner whatsoever in connection with your corporate, trade, or business name or in any trading style or other identifier used in conducting your business; (b) use or display any Schawk Trademark in connection with any of your wares or services unless specifically authorized in advance and in writing by Schawk; (c) use, in any manner, any Schawk Trademark on or in association with any product which has not been manufactured by Schawk and/or in association with any service not authorized by Schawk; (d) allow any other person, company or entity to use a Schawk Trademark without Schawk's prior written consent; or (e) sell or otherwise offer any wares or services from a competitor of Schawk in association with any Schawk Trademark.
3. You may display a Schawk Trademark solely in connection with the advertising, marketing, promotion and such related activity and/or the sale of Schawk products or services, with prior written approval of Schawk and in a manner acceptable to Schawk as set out herein.
4. This permission set out herein does not give you or your business any interest, right, or license in the Schawk Trademarks except for the right to display the Schawk Trademarks for the purpose set out herein and for no other purpose.
5. Schawk Trademarks must not be changed or modified in any manner whatsoever. For greater certainty and without limitation, you shall not:
- change the spelling or abbreviate any word appearing in any Schawk Trademark;
- remove hyphens, apostrophes, punctuation or design components appearing in any Schawk Trademark;
- change the graphic elements, colors or shapes of any Schawk Trademark having design elements
- combine a Schawk Trademark with any words, graphics or other designs;
- use a Schawk Trademark as a generic description of a Schawk product or service; and
- combine any Schawk Trademark with any other trademark (including without limitation any third party mark) without the prior written consent of Schawk.
6. You shall always display Schawk Trademarks in a manner, which reflects favorably upon the goodwill and reputation of Schawk and its products and services.
7. You shall always use Schawk Trademarks as a proper adjective followed by the generic name for the product; and shall use any Schawk Trademark in a font or size, which distinguishes it from surrounding text.
8. You shall always use Schawk Trademarks with the notation "™" or "®" as shown on this site.
9. If you become aware of improper and/or unauthorized use by others of a Schawk Trademark or any other infringing use of the Content, you must promptly notify Schawk in writing.
10. In its sole discretion, Schawk may withdraw the permission given herein to display Schawk Trademarks, with such withdrawal being effective immediately upon your receipt of written or verbal notice. Once you cease to purchase Schawk products, any and all permissions granted hereunder shall immediately terminate. Thereafter, you shall cease any and all use of the Schawk Trademarks and shall destroy all promotional materials in your possession or under your control, which bear any of the Schawk Trademarks.
Disclaimer and Limitation of Liability
This site is provided by Schawk on an "as is" basis. Schawk makes no representations or warranties of any kind, express or implied, as to the Content and, to the full extent permissible by applicable law, disclaims all warranties, express or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose. Schawk assumes no responsibility to you or any third party for any inaccuracy, error or omission on the site or in the Content, regardless of cause. You understand and agree that use of the Content as at your sole risk. Schawk will not be liable for any damages of any kind arising from the use of this site or any of the Content, including but not limited to direct, indirect, incidental, punitive, and consequential damages.
If you are an External User, you agree to indemnify Schawk, its affiliates, agents, licensors, suppliers and their respective directors and employees, against any and all actions, claims, damages or loss of any kind (including legal fees and other expenses) incurred by Schawk arising out of your access to or use of the Website or Content.